Common use of Accounting Terms and Determinations Clause in Contracts

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the BorrowersBorrower, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendmentamendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by Borrower. Anything in this Agreement to the Borrowerscontrary notwithstanding, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP as in effect on December 31, 2018 shall not be treated as Capital Lease solely as a result of changes in the application of GAAP, in each case, after December 31, 2018. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions made, and all dispositions completed, during the four consecutive fiscal quarters then most recently ended had been made on the first day of such period (but without any adjustment for projected cost savings or other synergies unless otherwise approved by the Agent).

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all terms of an accounting terms used in this Agreement or financial nature shall be construed in accordance with GAAP, applied on a basis consistent as in all material respects with the Financial Statements delivered effect from time to the Agent on or before the Closing Datetime; provided that, notwithstanding anything if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the contrary effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 825 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers Parent or any Subsidiary at “fair value,” ”, as defined therein. All therein and (ii) the accounting determinations for purposes of determining compliance with any lease (and whether the covenants contained herein obligations thereunder shall constitute “Capitalized Lease Obligations”) shall be made in accordance with based on GAAP as in effect on the Original Closing Date and applied on a basis consistent without giving effect to any subsequent changes in all material respects with GAAP (or the audited Financial Statements delivered required implementation of any previously promulgated changes in GAAP) relating to the Agent on treatment of a lease as an operating lease or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowerscapitalized lease.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP consistently applied. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and either Borrower Representative or Agent shall so request, Required Lenders and Borrower Representative shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower Representative shall provide to Agent and Lenders financial statements and other documents required under this Agreement and the contrary other Loan Documents which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board 159 (Codification of Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect10) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Loan Party at “fair value,” ”, as defined therein. All accounting determinations Notwithstanding anything to the contrary contained in the paragraph above or the definitions of “Capital Expenditures” or “Capitalized Leases”, only those leases (assuming for purposes of determining compliance hereof that such leases were in existence on January 1, 2015) that would have constituted Capitalized Leases or financing leases in conformity with the covenants contained herein GAAP on January 1, 2015, shall be considered Capitalized Leases or financing leases hereunder, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith (other than the financial statements delivered pursuant to this Agreement; provided that all such financial statements delivered to Agent and Lenders in accordance with the terms of this Agreement shall contain a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects January 1, 2015, with the audited Financial Statements delivered respect to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lendersleases), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the BorrowersBorrower, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendmentamendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by Xxxxxxxx. Anything in this Agreement to the Borrowerscontrary notwithstanding, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP as in effect on December 31, 2018 shall not be treated as Capital Lease solely as a result of changes in the application of GAAP, in each case, after December 31, 2018. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions made, and all dispositions completed, during the four consecutive fiscal quarters then most recently ended had been made on the first day of such period (but without any adjustment for projected cost savings or other synergies unless otherwise approved by the Agent).

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all terms of an accounting terms character used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent (except for changes in all material respects presentation with which the Borrower’s independent registered public accounting firm has concurred or otherwise required by a change in GAAP) with the Financial Statements most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Agent Banks. With respect to any such change with which the Borrower’s independent registered public accounting firm has concurred or required by GAAP, in determining compliance with any of the provisions of this Agreement or any of the other Loan Documents, if either: (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements, or before (ii) the Closing DateRequired Banks shall so object in writing within 30 days after the delivery of such financial statements, such calculations shall instead be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 5.01 hereof, shall mean the financial statements referred to in Section 4.04). Further, at any time any change in GAAP or change in financial statement presentation as to which the independent registered public accounting firm has concurred would affect the computation of any financial ratio or requirement set forth in this Agreement, if either the Borrower or the Required Banks shall so request, the Administrative Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or change in financial statement presentation (subject to the approval of the Borrower and the Required Banks); provided that, notwithstanding anything until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein (subject, however, to the contrary herein, all accounting first sentence of this Section) and (ii) the Borrower shall provide to the Administrative Agent and the Banks financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or financial statement presentation. Notwithstanding the foregoing (other than for purposes of Sections 4.04(a), 5.01(a) and 5.01(b)), (a) all terms of an accounting character used herein will (including the term “Consolidated Net Tangible Assets”) shall be construedinterpreted, and all financial computations pursuant hereto will accounting determinations hereunder shall be made, including as such terms are used in the definitions of “Debt” and “Lien” and in Section 5.03, without giving effect to any election under Statement change in accounting for leases resulting from the implementation of Financial Accounting Standards Board Accounting Standards Codification 825-10 842 (or any other Statement Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a finance lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the Accounting Standards Codification 842 and (b) the amount of any Debt shall be determined without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Debt at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be delivered hereunder shall be prepared, in accordance with GAAP. In the event the Parent changes its accounting methods because of changes in GAAP, applied on a basis consistent or any change in all material respects with GAAP occurs which increases or diminishes the Financial Statements delivered protection and coverage afforded to the Lenders under current GAAP accounting methods, the Company or the Administrative Agent, as the case may be, may request of the other parties to this Agreement an amendment of the financial covenants contained in Section 9 of this Agreement to reflect such changes in GAAP and to provide the Lenders with protection and coverage equivalent to that existing prior to such changes in accounting methods or GAAP, and each of the Company, the Administrative Agent on or before and the Closing DateLenders agree to consider such request in good faith; provided thatthat until any such amendment is effective, notwithstanding the relevant change in GAAP or accounting methods shall not be given effect for purposes of calculating the financial covenants contained in this Agreement. In the event of such change in GAAP, the compliance certificates delivered pursuant to Section 9.01 after such change occurs shall be accompanied by reconciliations of the difference between the calculation set forth therein and a calculation made in accordance with GAAP as in effect from time to time after such change occurs. Notwithstanding anything to the contrary herein, all accounting or financial terms used herein will shall be construed, and all financial computations pursuant hereto will 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 Board Accounting Standards Codification 825-10 159) (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of the Borrowers any Borrower or any Subsidiary at “fair value,” ”, as defined therein. All In the event of a change in GAAP with respect to accounting determinations for purposes of determining compliance with leases, the financial covenants contained herein shall be made in accordance calculated on a basis consistent with GAAP as in effect on prior to such change. To enable the Closing Date and applied on a basis consistent in all material respects ready determination of compliance with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained covenants set forth in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders)Section 9 hereof, the Borrowers, the Agent and the Lenders Company will enter into good faith negotiations not change from December 31 in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on each year the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until on which its fiscal year ends, nor from March 31, June 30 and September 30 the effective date of such amendment. “Accounting Change” means (i) any change dates on which the first three fiscal quarters in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowerseach fiscal year end.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAPgenerally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in all material respects by the Borrower’s independent public accountants) with the Financial Statements most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided, that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant (and any related definition) in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article 5 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the Closing Date; provided thatrelevant change in generally accepted accounting principles became effective, notwithstanding anything until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the contrary hereinBorrower and the Required Lenders, respectively; provided, further, that without limitation of the foregoing, all terms of an accounting or financial terms used herein will nature shall be construed, and all financial computations pursuant hereto will be made, construed without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) changes to value any Indebtedness or other liabilities current GAAP accounting for leases of the Borrowers type described in the FASB and IASB joint exposure draft published on August 17, 2010 (and updated May 16, 2013) entitled “Leases (Topic 840)” or otherwise arising out of the FASB project on lease accounting described in such exposure draft. Without limitation of the foregoing, any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein reference in any definitions to cash charges shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on mean charges that are or before the Closing Date. The Financial Statements required are expected to be delivered hereunder from and after the Closing Dateincurred or paid in cash, and all financial records, any reference to non-cash charges shall mean charges that are not expected to be maintained paid in accordance with GAAP. In the event that cash at any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowerstime.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAPgenerally accepted accounting principles in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in all material respects by the Borrower’s independent public accountants) with the Financial Statements most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Agent on or before the Closing DateBanks (“GAAP”); provided that, notwithstanding anything (a) all calculations of financial covenants and corresponding accounting terms shall include for all periods covered thereby pro forma adjustments for the actual historical financial performance of, and identifiable cost savings associated with, such entities or assets acquired as permitted under Section 5.18, (b) if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 or any definition directly or indirectly used therein or in Appendix I to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 or any definition directly or indirectly used therein or in Appendix I for such purpose), then the Borrower’s compliance with such covenant and determinations made pursuant to any such definition or Appendix I shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant, definition or Appendix I is amended in a manner satisfactory to the contrary herein, all accounting or financial terms used herein will be construedBorrower and the Required Banks, and all financial computations pursuant hereto will be made(c) matters relating to Capital Leases, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any related Debt and other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein related matters shall be made interpreted in accordance with GAAP the proviso in the definition of the term “Capital Lease”. In addition, the CET1 Ratio shall be calculated in accordance with U.S. federal Bank Regulatory Authority capital requirements applicable to each Insured Subsidiary as in effect on from time to time (the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders“Applicable Banking Requirements”), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions if the Borrower notifies the Administrative Agent that the Borrower wishes to amend Section 5.13B or any definition directly or indirectly used therein to eliminate the effect of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by Applicable Banking Requirements on the promulgation operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Section 5.13B or any ruledefinition directly or indirectly used therein for such purpose), regulation, pronouncement or opinion by then the Financial Accounting Standards Board Borrower’s compliance with such covenant and determinations made pursuant to any such definition shall be determined on the basis of Applicable Banking Requirements in effect immediately before the American Institute of Certified Public Accountants or (ii) any relevant change in Applicable Banking Requirements became effective, until either such notice is withdrawn or Section 5.13B or such definition is amended in a manner satisfactory to the application of GAAP by Borrower and the BorrowersRequired Banks.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent (except for changes concurred in all material respects by IR Parent’s independent public accountants) with the Financial Statements most recent audited consolidated financial statements of IR Parent and its Consolidated Subsidiaries delivered to the Banks; provided that (x) if IR Parent or the Borrower notifies the Administrative Agent that it wishes to amend any covenant in Article V to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies IR Parent or the Borrower that the Required Banks wish to amend Article V for such purpose), then the compliance by IR Parent and the Borrower with such covenant shall be determined on the basis of GAAP in effect immediately before the Closing Daterelevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to IR Parent, the Borrower and the Required Banks, and (y) for purposes of determining Consolidated Net Worth, GAAP as in effect at the time of and as used to prepare the financial statements referred to in Section 4.4(a) hereof shall be used for such determination, notwithstanding any change in GAAP after the date of such financial statements; provided thatthat Consolidated Net Worth shall be determined excluding the effect of goodwill impairment charges, notwithstanding anything net of taxes, to the contrary extent that such effect would not otherwise have been included in such determination but for the application of FASB Accounting Standards Codification 350 (formerly Statement of Financial Accounting Standards 142). Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification 000-00-00 (formerly Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (159, The Fair Value Option for Financial Assets and Financial Liabilities), or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) successor thereto, to value any Indebtedness or other liabilities of IR Parent, the Borrowers Borrower or any other Subsidiary at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary hereininterpreted, all determinations with respect to accounting or financial terms used herein will matters hereunder shall be construedmade, and all financial computations pursuant hereto will statements and certificates and reports as to financial matters required to be made, without giving effect furnished to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (the Administrative Agent or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein Lenders hereunder shall be made prepared, in accordance with GAAP as then in effect on effect. Notwithstanding the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Dateforegoing, and all financial records, shall be maintained in accordance with GAAP. In the event that if at any Accounting Change (as defined below) occurs and such change results in a time any change in GAAP or the method application thereof (in any event, the “Subject Change”), would affect the computation of calculation of any financial covenants, standards ratio or terms requirement set forth in this Agreement, then upon the written request of and either the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders)Majority Lenders shall so request, the BorrowersAdministrative Agent, the Agent Lenders and the Lenders will enter into Borrower shall negotiate in good faith negotiations in order to amend such provisions ratio or requirement to preserve the original intent thereof in light of such change (subject to the approval of the Majority Lenders); provided that, until so amended, (i) regardless of whether such request is made before or after such Subject Change, such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect to such Subject Change, and (ii) the Borrower shall provide to the Administrative Agent financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Subject Change. Notwithstanding the foregoing clause (c), for purposes of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means Agreement, (i) any lease that was treated as an operating lease under GAAP at the time it was entered into and that later becomes a Capital Lease as a result of the change in accounting principles required by GAAP that occurs upon a conversion to International Financial Reporting Standards during the promulgation life of such lease, including any rulerenewals, regulationshall be treated as an operating lease for all purposes under this Agreement including the treatment of assets in calculating, pronouncement among other things, EBITDAX or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or Debt, and (ii) any lease that is entered into after the occurrence of the change in GAAP discussed in the application foregoing clause (i) shall be given the treatment provided for under GAAP, as so amended, for all purposes under this Agreement including the treatment of GAAP by the Borrowersassets in calculating, among other things, EBITDAX.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP, generally accepted accounting principles as in effect from time to time applied on a basis consistent (except for changes concurred in all material respects by the Borrower’s independent public accountants) with the Financial Statements most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Agent on or before the Closing DateLenders; provided that, notwithstanding anything if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant contained in Article 5 to eliminate the effect of any change after the date hereof in generally accepted accounting principles (which, for purposes of this proviso, shall include the generally accepted application or interpretation thereof) on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any such covenant for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles is adopted by the Borrower, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the contrary Borrower and the Required Lenders; provided, further, that notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Codification 825Update No. 2016-10 02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require (x) treating any lease (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having similar arrangement conveying the right to use) as a capital lease where such lease (or similar effectarrangement) would not have been required to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with so treated under GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on December 31, 2018 or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined belowy) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect recognizing liabilities on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersbalance sheet with respect to operating leases under FAS 842.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAPU.S. generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in all material respects by the Company’s independent public accountants) with the Financial Statements most recent audited consolidated financial statements of the Company and its Consolidated Subsidiaries delivered to the Agent on or before the Closing DateLenders; provided that, notwithstanding anything if the Company notifies the Administrative Agent that the Company wishes to amend any covenant in Article 5 to eliminate the effect of any change in U.S. generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Company that the Required Lenders wish to amend Article 5 for such purpose), then the Company’s compliance with such covenant shall be determined on the basis of U.S. generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the contrary Company and the Required Lenders. Notwithstanding any other provision contained herein, all any lease that would have been categorized as an operating lease as determined in accordance with U.S. generally accepted accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without principles prior to giving effect to any election under Statement of Financial Accounting Standards Board the Accounting Standards Codification 825-10 (Topic 842, Leases, or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) changes in U.S. generally accepted accounting principles subsequent to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” Effective Date, shall be treated as defined therein. All accounting determinations an operating lease for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order . References to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Changelocal time” means (i) any change in accounting principles required by with respect to Loans made to the promulgation of any ruleCompany or Linde U.S., regulationNew York City time, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) with respect to Loans made to Linde GmbH or Linde Finance, London time, and (iii) with respect to Loans made to any change other Subsidiary Borrower, the time in the application of GAAP by city specified in the BorrowersElection to Participate for such Subsidiary Borrower.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP consistently applied. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and either Borrower Representative or Agent shall so request, Required Lenders and Borrower Representative shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower Representative shall provide to Agent and Lenders financial statements and other documents required under this Agreement and the contrary other Loan Documents which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board 159 (Codification of Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect10) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Loan Party at “"fair value,” ", as defined therein. All accounting determinations Notwithstanding anything to the contrary contained in the paragraph above or the definitions of Capital Expenditures or Capitalized Leases, in the event of a change in GAAP after the Closing Date requiring all leases to be capitalized, only those leases (assuming for purposes of determining compliance with this paragraph that they were in existence on the covenants contained herein Closing Date) that would constitute Capitalized Leases on the Closing Date shall be considered Capitalized Leases (and all other such leases shall constitute operating leases) and all calculations and deliverables under this Agreement or the other Loan Documents shall be made in accordance therewith (other than the financial statements delivered pursuant to this Agreement; provided that all such financial statements delivered to Agent and Lenders in accordance with the terms of this Agreement after the date of such change in GAAP shall contain a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered immediately prior to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenderschange), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless (a) Except as otherwise defined or specified hereinexpressly provided in this Agreement, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construedinterpreted, and all financial computations pursuant hereto will be made, without giving effect statements and certificates and reports as to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements financial matters required to be delivered hereunder from and after to the Closing DateLenders under this Agreement shall (unless otherwise disclosed to the Lenders in writing at the time of delivery in the manner described in subsection (b) below) be prepared, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (generally accepted accounting principles as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rulefrom time to time, regulationincluding applicable statements, pronouncement or opinion bulletins and interpretations issued by the Financial Accounting Standards Board of and applicable statements, bulletins, opinions and interpretations issued by the American Institute of Certified Public Accountants or its successor, and all calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided in this Agreement) be made by application of generally accepted accounting principles referred to above; provided, however, that if any financial statements shall be prepared in accordance with generally accepted accounting principles that are not the same as the principles used for the preparation of the financial statements for the preceding applicable period or if any calculations shall be made for the purposes of determining compliance with this Agreement on a basis that is not the same as was used for purposes of determining compliance for the preceding applicable period, then the financial statements for the comparable prior period shall be restated and the calculations re-made as specified above to enable a comparison to be made with such prior period; provided, further, that the restatement and remaking of such calculations shall be made solely for comparison purposes and shall not result in any finding of non-compliance hereunder. (b) The Borrower shall deliver to the Lenders at the same time as the delivery of any annual or quarterly financial statement under Section 8.01 (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statement and the application of accounting principles employed in the preparation of the next preceding annual or quarterly financial statements and (ii) reasonable estimates of the difference between such statements arising as a consequence of any such difference. (c) To enable the ready and consistent determination of compliance with the terms of this Agreement, the Borrower will not change the last day of its fiscal year from December 31 of each year, or the last days of the first three fiscal quarters in the application each of GAAP by the Borrowersits fiscal years from March 31, June 30 and September 30 of each year, respectively.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP consistently applied. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and either Borrower Representative or Agent shall so request, Required Lenders and Borrower Representative shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower Representative shall provide to Agent and Lenders financial statements and other documents required under this Agreement and the contrary other Loan Documents which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board 159 (Codification of Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect10) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Loan Party at “fair value,” ”, as defined therein. All accounting determinations Notwithstanding anything to the contrary contained in the paragraph above or the definitions of Capital Expenditures or Capitalized Leases, only those leases (assuming for purposes of determining compliance hereof that such leases were in existence on January 1, 2015) that would have constituted Capitalized Leases or financing leases in conformity with the covenants contained herein GAAP on January 1, 2015, shall be considered Capitalized Leases or financing leases hereunder, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith (other than the financial statements delivered pursuant to this Agreement; provided that all such financial statements delivered to Agent and Lenders in accordance with the terms of this Agreement shall contain a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects January 1, 2015, with the audited Financial Statements delivered respect to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lendersleases), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in shall be construed herein and all accounting determinations for purposes of determining compliance with Article VIII and otherwise to be made under this Credit Agreement shall be construed made in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements delivered Financials. If GAAP shall change from the basis used in preparing the Financials, in a way that would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Lenders shall so request, the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the Agent on or before approval of the Closing DateRequired Lenders); provided that, notwithstanding anything until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the contrary hereinAgent and the Lenders financial statements and the certificates required to be delivered pursuant to Section 7.1 demonstrating compliance with the covenants contained herein shall include calculations setting forth the adjustments necessary to demonstrate how Partners is in compliance with the financial covenants based upon GAAP as in effect on the Closing Date. If the Credit Parties shall change their method of inventory accounting, all calculations necessary to determine compliance with the covenants contained herein shall be made as if such method of inventory accounting or financial terms used herein will be construedhad not been so changed. Notwithstanding the foregoing, and all financial computations pursuant hereto will covenants contained herein shall be made, calculated without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having 159 permitting a similar effect) Person to value its financial liabilities at the fair value thereof. Partners or the Borrower shall deliver to the Agent and each Lender at the same time as the delivery of any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made annual financial statements given in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means Section 7.1, (i) any change a description in accounting principles required by the promulgation reasonable detail of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any material change in the application of GAAP by accounting principles employed in the Borrowerspreparation of such financial statements from those applied in the most recently preceding annual financial statements and (ii) a reasonable estimate of the effect on the financial statements on account of such changes in application.

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP, ; PROVIDED that FASB 133 and 150 shall be ignored for all purposes of this Agreement. All financial statements delivered to the Lenders hereunder shall be accompanied by a statement from the Company that GAAP has not changed since the most recent financial statements delivered by the Company to the Lenders or if GAAP has changed describing such changes in detail and explaining how such changes affect the financial statements. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent in all material respects (except discretionary changes with which the independent auditors concur or which are required to resolve non-compliance with GAAP) with the Financial Statements most recent annual or quarterly financial statements delivered pursuant to SECTION 6.01 (or, prior to the Agent on or before delivery of the Closing Date; provided thatfirst financial statements pursuant to SECTION 6.01, notwithstanding anything to consistent with the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, statements described in SECTION 5.05(a) (but without giving effect to any election under Statement deviations from GAAP disclosed therein)); PROVIDED, HOWEVER, that (i) if (A) the Company shall object to determining such compliance on such basis at the time of Financial Accounting Standards Board Accounting Standards Codification 825-10 delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (B) either the Administrative Agent or the Required Lenders shall so object in writing within 30 days after delivery of such financial statements (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities after the Lenders have been informed of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein change in GAAP affecting such financial statements, if later), then such calculations shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements most recent financial statements delivered by the Company to the Lenders as to which no such objection shall have been made, and the Company shall provide to the Administrative Agent on and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations made before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and giving effect to such change in GAAP or (ii) if requested by the Company, the Administrative Agent or the Required Lenders, if any change in GAAP or the rules promulgated with respect thereto from those used in the preparation of the most recent annual or quarterly financial statements delivered pursuant to SECTION 6.01 (or, prior to the delivery of the first financial statements pursuant to SECTION 6.01, the financial statements described in SECTION 5.05(a) (but without giving effect to any deviations from GAAP disclosed therein) results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request any of the Borrower Agent financial calculations required by SECTION 7.16 or otherwise specified in ARTICLE VII (acting upon the request of the Borrowersincluding in each case all related - 41 - definitions specified in SECTION 1.01) or the Agent (acting upon the request of the Required Lenders)that would not have resulted had such accounting change not occurred, the Borrowers, the Agent and the Lenders will parties hereto agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as equitably to equitably reflect such Accounting Change with the desired result change such that the criteria for evaluating the Borrowers’ financial condition will evaluation compliance with such covenants shall be the same after such Accounting Change changes as if such Accounting Change change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersbeen made.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent Lender Parties on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein Article VIII shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent Lender Parties on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change , subject, in the method case of calculation unaudited financial statements, to year-end audit adjustments and the absence of financial covenantsfootnotes. If GAAP shall change from the basis used in preparing the audited Financial Statements delivered to the Lender Parties on or before the Closing Date, standards or terms in this Agreement, then upon the written request Compliance Certificates required to be delivered pursuant to Section 4.1(e) of the Schedule shall include calculations setting forth the adjustments necessary to demonstrate how the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations is in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change compliance with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change Financial Covenants based upon GAAP as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date Closing 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 shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (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”. Notwithstanding any changes in GAAP (or the effectiveness thereof) after the Closing Date (including, without limitation, as a result of the adoption or implementation of Accounting Standards Codification 842 to the Loan Parties and their Subsidiaries), any lease of the Loan Parties and their Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness, Attributable Indebtedness or a Capitalized Lease Obligation under this Agreement or any other Loan Document as a result of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the BorrowersGAAP.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP; provided that, unless the Borrower has notified the Agent in writing that this sentence shall not apply with respect to an applicable period on or prior to the delivery of Financial Statements for such period pursuant to Section 7.11, each provision under this Agreement, shall, in each case, be determined without giving effect to ASC 842 (Leases), except that Financial Statements delivered pursuant to Section 7.11 may be prepared in accordance with GAAP (including giving effect to ASC 842 (Leases) as in effect at the time of such delivery). In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent Borrowers (acting upon the request of the Borrowers) or the Required Lenders (or Agent (acting upon at the request direction of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendmentamendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary hereininterpreted, all accounting or financial terms used herein will determinations hereunder shall be construedmade, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained prepared on a consolidated basis in accordance with GAAP. In the event that any “Accounting Change Change” (as defined below) occurs shall occur and such change results in a material change in the method of calculation of resulting financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will Lender Parties agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change Changes with the desired result that the criteria for evaluating the Borrowers’ Borrower’s financial condition will shall be the same after such Accounting Change Changes as they would be if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change Changes had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting ChangeChanges” means (i) any change refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC or (ii) any regulator of financial institutions or financial institution holding companies. For purposes of determining compliance with any covenant contained herein, whether a lease constitutes a capitalized lease, and whether obligations arising under such lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense in such lessee’s financial statements, shall be determined in accordance with GAAP as in effect on February 3, 2018 notwithstanding any modification or interpretive change in the application of GAAP by the Borrowersoccurring thereafter.

Accounting Terms and Determinations. Unless Except as otherwise defined or specified hereinprovided in this Agreement, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered computations and determinations as to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all matters (including financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effectcovenants) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and consistently applied on a basis consistent in for all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Dateapplicable periods, and all accounting or financial recordsterms shall have the meanings ascribed to such terms by GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if Administrative 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 change in GAAP or in the application thereof, then such provision shall be maintained interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and Borrower, Administrative Agent or the Required Lenders shall so request, Administrative Agent, the Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders, not to be unreasonably withheld). Notwithstanding the foregoing, for all purposes of this Agreement, (a) no Gaming Lease (or any guaranty or support arrangement in respect thereof) shall constitute Indebtedness, a Lien, a Capital Lease, a financing lease or a Capital Lease Obligation regardless of how such lease (or any guaranty or support arrangement in respect thereof) may be treated under GAAP, (b) any interest portion of payments in connection with GAAP. In any Gaming Lease (and any guaranty or support arrangement in respect thereof) shall not constitute Consolidated Interest Expense and (c) Consolidated Net Income shall be calculated by deducting, without duplication of amounts otherwise deducted, rent, insurance, property taxes and other amounts and expenses actually paid in cash under any Gaming Lease (and any guaranty or support arrangement in respect thereof) in the event applicable Test Period and no deductions in calculating Consolidated Net Income shall occur as a result of imputed interest, amounts under any Gaming Lease not paid in cash during the relevant Test Period or other non-cash amounts incurred in respect of any Gaming Lease; provided that any Accounting Change (as defined below) occurs and such change results “true-up” of rent paid in a change cash pursuant to any Gaming Lease shall be accounted for in the method fiscal quarter to which such payment relates as if such payment were originally made in such fiscal quarter. Notwithstanding anything to the contrary in this Agreement or any classification under GAAP of calculation any Person, business, assets or operations in respect of financial covenantswhich a definitive agreement for the disposition thereof has been entered into as discontinued operations, standards no pro forma effect shall be given to any discontinued operations (and the Consolidated EBITDA attributable to any such Person, business, assets or terms operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated (provided that until such disposition shall have been consummated, notwithstanding anything to the contrary in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date anticipated proceeds of such Accounting Change will disposition (and use thereof, including any repayment of Indebtedness therewith) shall not be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) included in any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowerscalculation hereunder).

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP, generally accepted accounting principles as in effect from time to time applied on a basis consistent (except for changes concurred in all material respects by the Company’s independent public accountants) with the Financial Statements most recent audited consolidated financial statements of the Company and its Consolidated Subsidiaries delivered to the Agent on or before the Closing DateLenders; provided that, notwithstanding anything if the Company notifies the Syndication Agent that the Company wishes to amend any covenant contained in Article 5 to eliminate the effect on the operation of such covenant (or, in the case of clause (a) or clause (b) below, if the Syndication Agent notifies the Company that the Required Lenders wish to amend any such covenant for such purpose) of (a) any change after the date hereof in generally accepted accounting principles (which, for purposes of this proviso shall include the generally accepted application or interpretation thereof), (b) any change after the date hereof in the Company’s accounting policies that are consistent with generally accepted accounting principles or (c) any change after the date hereof in any applicable tax law or regulation or in the interpretation thereof by any regulatory authority (including, without limitation, any change in an applicable tax treaty), then the Company’s compliance with such covenant shall be determined on the basis of (x) generally accepted accounting principles, (y) the Company’s accounting policies or (z) the applicable tax law or regulation or the interpretation thereof in effect immediately before the relevant change in generally accepted accounting principles or accounting policies is adopted by the Company or change in law is effective, as applicable, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the contrary Company and the Required Lenders. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement the impact on Stockholder’s Equity from the re-measurement of Financial Accounting Standards Board post-retirement benefit plans pursuant to the Accounting Standards Codification 825715, Compensation-10 Retirement Benefits (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all terms of an accounting terms used in this Agreement or financial nature shall be construed in accordance with GAAP, applied on a basis consistent as in all material respects with the Financial Statements delivered effect from time to the Agent on or before the Closing Datetime; provided that, notwithstanding anything if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the contrary effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 825 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers Parent or any Subsidiary at “fair value,” ”, as defined therein. All therein and (ii) the accounting determinations for purposes of determining compliance with any lease (and whether the covenants contained herein obligations thereunder shall constitute “Capitalized Lease Obligations”) shall be made in accordance with based on GAAP as in effect on the Closing Effective Date and applied on without giving effect to any subsequent changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) relating to the treatment of a basis consistent in all material respects lease as an operating lease or capitalized lease. To enable the ready determination of compliance with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained covenants set forth in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders)Section 9 hereof, the Borrowers, the Agent and the Lenders Company will enter into good faith negotiations not change from December 31 in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on each year the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until on which its fiscal year ends, nor from March 31, June 30 and September 30 the effective date of such amendment. “Accounting Change” means (i) any change dates on which the first three fiscal quarters in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowerseach fiscal year end.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Credit Party and its Consolidated Subsidiaries delivered to Agent and each of the Agent Lenders on or before prior to the Closing Date; provided thatthat the preceding sentence the adoption by the Credit Parties of ASU No. 2014-09, notwithstanding anything Revenue from Contracts with Customers (Topic 606) and the preparation of financial statements consistent therewith shall be deemed to be so consistent. If at any time any change in GAAP (other than the adoption by the Credit Parties of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606)) would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the contrary approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All Notwithstanding any other provision contained herein, all terms of an accounting determinations for purposes of determining compliance with the covenants contained or financial nature used herein shall be made in accordance with construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to the adoption by the Credit Parties of ASU No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing DateDecember 31, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers2015.

Accounting Terms and Determinations. Unless otherwise defined or specified herein(a) Except as may be expressly provided herein to the contrary, (i) all accounting terms used in this Agreement (whether or not specifically defined herein) shall be construed in accordance with GAAPGAAP (subject to year end adjustments, if applicable) consistent with such accounting principles applied in the preparation of the audited financial statements referred to in Section 7.2(a), (ii) all financial information delivered to the Administrative Agent pursuant to Section 8.1 shall be prepared in accordance with GAAP (subject to year end adjustments, if applicable) applied on a basis consistent with such accounting principles applied in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities preparation of the Borrowers audited financial statements of the applicable Person referred to in Section 7.2 or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP Section 8.7, and (iii) with respect to accounting terms or financial information defined or described in reference to a Person and its Consolidated Subsidiaries, all such terms and information shall be construed as in effect on the Closing Date applying to such Person and applied its Consolidated Subsidiaries on a consolidated basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs changes in accounting principles required by GAAP and implemented by Holdings or the Borrower occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in under this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders)Borrower, Holdings, the BorrowersAdministrative Agent, the Agent and the Lenders will agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change changes with the desired result that the criteria for evaluating the Borrowers’ financial condition will such covenants, standards, or terms shall be the same after such Accounting Change changes as if such Accounting Change changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Administrative Agent, the Borrower, Holdings, and the Lenders, all financial covenants, standards, and terms in this Agreement shall continue to be calculated or construed as if such changes had not occurred; provided that provisions . (b) The Borrower shall deliver to the Administrative Agent and the Lenders, at the same time as the delivery of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means any annual or quarterly financial statement under Section 8.1, (i) any change a description, in accounting principles required by the promulgation reasonable detail, of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in material variation between the application of GAAP employed in the preparation of the next preceding annual or quarterly financial statements prepared in accordance with Section 1.3(a) preceding as to which no objection has been made by the BorrowersAdministrative Agent and (ii) reasonable estimates of the difference between such statements arising as a consequence thereof. (c) To enable the ready and consistent determination of compliance with the covenants set forth in this Agreement, the Borrower will not change the last day of its fiscal year from December 31 or the last days of the first three fiscal quarters of the Borrower in each of its fiscal years from March 31, June 30 and September 30, respectively. (d) Unless otherwise expressly provided herein to the contrary, all references herein to the Closing Date shall be deemed to mean and refer to the Closing Date after giving effect to all transactions which occur on or before such date.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP; provided that, unless the Borrower has notified the Agent in writing that this sentence shall not apply with respect to an applicable period on or prior to the delivery of Financial Statements for such period pursuant to Section 7.11, each provision under this Agreement, shall, in each case, be determined without giving effect to ASC 842 (Leases), except that Financial Statements delivered pursuant to Section 7.11 may be prepared in accordance with GAAP (including giving effect to ASC 842 (Leases) as in effect at the time of such delivery). In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent Borrowers (acting upon the request of the Borrowers) or the Required Lenders (or Agent (acting upon at the request direction of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendmentamendment effected in accordance with this Agreement. “Accounting Change” ’’ means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent (except for changes concurred in all material respects by IR Parent’s independent public accountants) with the Financial Statements most recent audited consolidated financial statements of IR Parent and its Consolidated Subsidiaries delivered to the Banks; provided that (x) if IR Parent or the Lead Borrower notifies the Administrative Agent that it wishes to amend any covenant in Article V to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies IR Parent or the Lead Borrower that the Required Banks wish to amend Article V for such purpose), then the compliance by IR Parent, the Borrowers and the Additional Borrowers, to the extent applicable, with such covenant shall be determined on the basis of GAAP in effect immediately before the Closing Daterelevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to IR Parent, the Borrowers and the Additional Borrowers, to the extent applicable, and the Required Banks, and (y) for purposes of determining Consolidated Net Worth, GAAP as in effect at the time of and as used to prepare the financial statements referred to in Section 4.4(a) hereof shall be used for such determination, notwithstanding any change in GAAP after the date of such financial statements; provided thatthat Consolidated Net Worth shall be determined excluding the effect of goodwill impairment charges, notwithstanding anything net of taxes, to the contrary extent that such effect would not otherwise have been included in such determination but for the application of FASB Accounting Standards Codification 350 (formerly Statement of Financial Accounting Standards 142). Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB Accounting Standards Codification 000-00-00 (formerly Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (159, The Fair Value Option for Financial Assets and Financial Liabilities), or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) successor thereto, to value any Indebtedness or other liabilities Debt of IR Parent, the Borrowers or any other Subsidiary at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary hereininterpreted, all accounting or financial terms used herein will determinations hereunder shall be construedmade, and all financial computations pursuant hereto will statements required to be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein delivered hereunder shall be made prepared in accordance with GAAP as in effect on the Closing Date and from time to time applied on a basis consistent (except for changes concurred in all material respects by the Company’s independent public accountants) with the most recent audited Financial Statements consolidated financial statements of the Company and its Consolidated Subsidiaries delivered to the Lenders; provided that, if the Company notifies the Syndication Agent that the Company wishes to amend any covenant contained in Article 5 to eliminate the effect on the operation of such covenant (or, in the case of clause (a) or clause (b) below, if the Syndication Agent notifies the Company that the Required Lenders wish to amend any such covenant for such purpose) of (a) any change after the date hereof in GAAP (which, for purposes of this proviso shall include the generally accepted application or interpretation thereof), (b) any change after the date hereof in the Company’s accounting policies that are consistent with GAAP or (c) any change after the date hereof in any applicable tax law or regulation or in the interpretation thereof by any regulatory authority (including, without limitation, any change in an applicable tax treaty), then the Company’s compliance with such covenant shall be determined on the basis of (x) GAAP, (y) the Company’s accounting policies or (z) the applicable tax law or regulation or the interpretation thereof in effect immediately before the Closing Daterelevant change in GAAP or accounting policies is adopted by the Company or change in law is effective, as applicable, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Lenders. The Financial Statements required to Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be delivered hereunder from and after the Closing Dateconstrued, and all financial records, computations of amounts and ratios referred to herein shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenantsmade, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in without giving effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means to: (i) the impact on Stockholders’ Equity from the re-measurement of post-retirement benefit plans pursuant to the Accounting Standards Codification 715, Compensation-Retirement Benefits (or any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the other Financial Accounting Standards Board of the American Institute of Certified Public Accountants Standard having a similar result or effect) and (ii) any change the deferred tax write down and transition tax relating to the Tax Cuts and Jobs Act of 2017 recorded by the Company in the application of GAAP by the Borrowersquarter ended December 31, 2017.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to Agent and each of the Agent Lenders on or before prior to the Closing Date, except, in the case of unaudited financial statements, for the lack of footnotes, for being subject to year-end audit adjustments, and with respect to non-cash stock-based compensation. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided thatfurther, notwithstanding anything to however, that any obligations of a Person under a lease (whether existing now or entered into in the contrary future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the date of this Agreement shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP). Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless (a) Except as otherwise defined or specified hereinexpressly provided in this Agreement, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construedinterpreted, and all financial computations pursuant hereto will statements and certificates and reports as to financial matters required to be madedelivered to the Lenders under this Agreement shall (unless otherwise disclosed to the Lenders in writing at the time of delivery in the manner described in subsection (b) below) be prepared, without giving in accordance with generally accepted accounting principles as in effect from time to any election under Statement of time, including applicable statements, bulletins and interpretations issued by the Financial Accounting Standards Board Accounting Standards Codification 825-10 Board, and all calculations made for the purposes of determining compliance with this Agreement shall (or except as otherwise expressly provided in this Agreement) be made by application of generally accepted accounting principles referred to above; provided, however, that if any other Statement financial statements shall be prepared in accordance with generally accepted accounting principles that are not the same as the principles used for the preparation of Financial Accounting Standards Board Accounting Standards Codification having the financial statements for the preceding applicable period (to the extent such change has a similar material effect) to value or if any Indebtedness or other liabilities calculations shall be made for the purposes of determining compliance with this Agreement on a basis that is not the Borrowers or any Subsidiary at “fair value,” same as defined therein. All accounting determinations was used for purposes of determining compliance for the preceding applicable period, then the financial statements for the comparable prior period shall be restated and the calculations re-made as specified above to enable a comparison to be made with such prior period; provided, further, that the covenants contained herein restatement and remaking of such calculations shall be made solely for comparison purposes and shall not result in accordance with GAAP any finding of non-compliance hereunder. (b) The Borrower shall deliver to the Administrative Agent (in sufficient numbers for the Administrative Agent and each of the Lenders) at the same time as the delivery of any annual or quarterly financial statement under Section 8.01 (i) a description in effect on reasonable detail of any material variation between the Closing Date application of accounting principles employed in the preparation of such statement and applied on the application of accounting principles employed in the preparation of the next preceding annual or quarterly financial statements and (ii) reasonable estimates of the difference between such statements arising as a basis consequence of any such difference. (c) To enable the consistent in all material respects determination of compliance with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method terms of calculation of financial covenants, standards or terms in this Agreement, then upon the written request Borrower will not change the last day of its fiscal year from December 31 of each year, or the last days of the Borrower Agent (acting upon first three fiscal quarters in each of its fiscal years from March 31, June 30 and September 30 of each year, respectively, without the request prior written consent of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the BorrowersAdministrative Agent.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all terms of an accounting terms character used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent (except for changes concurred in all material respects by the Borrower’s independent public accountants or otherwise required by a change in GAAP) with the Audited Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary Statements. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, made without giving effect to (i) any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825Section 000-10 00-00 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers Borrower or any Subsidiary of its Subsidiaries at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Codification Subtopic 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, operating leases shall not be treated as Capital Leases hereunder (other than for purposes of provisions relating to the preparation or delivery of financial statements) notwithstanding any changes in GAAP to the contrary subsequent to the Closing Date. If the Borrower notifies the Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP by the Borrowerswithout giving effect to such change until such notice shall have been withdrawn or such provision amended in accordance herewith.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in shall be construed herein and all accounting determinations for purposes of determining compliance with Article VII and otherwise to be made under this Credit Agreement shall be construed made in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements delivered Financials. If GAAP shall change from the basis used in preparing the Financials, in a way that would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Lenders shall so request, the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the Agent on or before approval of the Closing DateRequired Lenders); provided that, notwithstanding anything until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the contrary hereinAgent and the Lenders financial statements and the certificates required to be delivered pursuant to Section 6.1 demonstrating compliance with the covenants contained herein shall include calculations setting forth the adjustments necessary to demonstrate how Holding is in compliance with the financial covenants based upon GAAP as in effect on the Closing Date. If the OpCo Obligors shall change their method of inventory accounting, all calculations necessary to determine compliance with the covenants contained herein shall be made as if such method of inventory accounting or financial terms used herein will be construedhad not been so changed. Notwithstanding the foregoing, and all financial computations pursuant hereto will covenants contained herein shall be made, calculated without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having 159 permitting a similar effect) Person to value its financial liabilities at the fair value thereof. Holdings or the Borrower shall deliver to the Agent and each Lender at the same time as the delivery of any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made annual financial statements given in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means Section 6.1, (i) any change a description in accounting principles required by the promulgation reasonable detail of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any material change in the application of GAAP by accounting principles employed in the Borrowerspreparation of such financial statements from those applied in the most recently preceding annual financial statements and (ii) a reasonable estimate of the effect on the financial statements on account of such changes in application.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all terms of an accounting terms character used in this Agreement herein shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary hereininterpreted, all accounting or financial terms used herein will determinations hereunder shall be construedmade, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained prepared in accordance with GAAP. In ; provided that, if the event Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Change Standards Board or the American Institute of Certified Public Accounts (as defined below) occurs or successors thereto or agencies with similar functions), and such change results affects the calculation of any component of any financial covenant, standard or term found in a this Agreement (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the method of calculation of financial covenants, standards or terms in this Agreementapplication thereof, then upon such provision shall be interpreted on the written request basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith, and the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will agree to enter into good faith negotiations in order to amend such provisions (with the agreement of this Agreement the Required Lenders or, if required by Section 7.04, all of the Lenders) so as to equitably reflect such Accounting Change changes with the desired result that the criteria for evaluating any of the BorrowersParent and its Subsidiaries’ financial condition will shall be the same after such Accounting Change changes as if such Accounting Change changes had not occurred; provided that provisions been made. Notwithstanding the foregoing, the determination of this Agreement in effect on compliance with any covenant contained herein (including the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation computation of any rule, regulation, pronouncement amounts and ratios) shall be made without giving effect to any election under FASB ASC Topic 825 (or opinion by the any other Financial Accounting Standards Board Standard having a similar result or effect) to value any Debt or other liabilities of the American Institute Borrower, the Parent or any of Certified Public Accountants or (ii) any change in its Subsidiaries at “fair value”, as defined therein, and Debt shall be measured at the application of GAAP by the Borrowersoutstanding principal amount thereof.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAPGAAP or IFRS, as applicable, applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to Agent and each of the Agent Lenders on or before prior to the Closing Date; provided that. If at any time any change in GAAP or IFRS, notwithstanding anything as applicable, would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or IFRS, as applicable (subject to the contrary approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or IFRS, as applicable. Any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under IFRS as in effect prior to giving effect to IFRS 16, Leases, shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard or IFRS standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to Lender hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent in all material respects with the audited financial statements of Borrower referenced in Section 5.1(l). If any changes in accounting principles from those in effect on the date hereof are hereafter occasioned by promulgation of rules, regulations, pronouncements or opinions by or are otherwise required by the Financial Statements delivered Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), and any of such changes results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found herein, then upon the request of any Obligor or Lender, Lender may amend such financial covenants, standards or terms in its Permitted Discretion so as to equitably reflect such changes, with the Agent on or before desired result that the Closing Datecriteria for evaluating financial condition and results of operations of Borrower and its Subsidiaries shall be the same after such changes as if such changes had not been made; provided thatthat until any such amendments have been made, notwithstanding anything to the contrary provisions in this Agreement shall be calculated as if no such changes in accounting principles had occurred. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers Borrower or any Subsidiary its Subsidiaries at “fair value,.” Notwithstanding any accounting change after the Closing Date that would require lease obligations that would be treated as defined therein. All accounting determinations operating leases as of the Closing Date to be classified and accounted for as capital leases or otherwise reflected on Borrower’s and its Subsidiaries’ consolidated balance sheet, for the purposes of determining compliance with the covenants any covenant contained herein herein, such obligations shall be made treated in accordance with GAAP the same manner as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before operating leases are treated as of the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless (a) Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construedinterpreted, and all financial computations pursuant hereto will statements and certificates and reports as to financial matters required to be madedelivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (b) below) be prepared, without giving in accordance with Generally Accepted Accounting Principles provided that, if the Company notifies the Agent that it wishes to amend any covenant in Article V to eliminate the effect to of any election under Statement of Financial change in Generally Accepted Accounting Standards Board Accounting Standards Codification 825-10 Principles (or if the Agent notifies the Company that the Required Lenders wish to amend Article V for such purpose), then the Company's compliance with such covenants shall be determined on the basis of Generally Accepted Accounting Principles in effect immediately before the relevant change in Generally Accepted Accounting Principles became effective until either such notice is withdrawn or such covenant or any other Statement such defined term is amended in a manner satisfactory to the Company and the Required Lenders. Except as otherwise expressly provided herein, all references to a time of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) day shall be references to value Detroit, Michigan time. Notwithstanding anything herein, in any Indebtedness or other liabilities financial statements of the Borrowers Company or any Subsidiary at “fair value,” as defined therein. All accounting determinations in Generally Accepted Accounting Principles to the contrary, for purposes of calculating and determining compliance with the financial covenants contained herein in Sections 5.2(a), (b), (c) and (d), including defined terms used therein, (i) no Unrestricted Subsidiary shall be consolidated with the Company and its other Subsidiaries and each Unrestricted Subsidiary shall be treated as if it were an equity interest and all income, liabilities and assets of each Unrestricted Subsidiary shall be excluded from all such calculations and determinations thereunder, (ii) if at any time Key U.K. has any material Indebtedness (other than (A) Indebtedness owing to NBD under the Key U.K. Credit Facility or (B) Indebtedness owing to the Company, which Indebtedness and other obligations owing to the Company are pledged on a first priority basis to the Agent for the benefit of the Lenders), then Key U.K. shall not be consolidated with the Company and its other Subsidiaries and shall be treated as if it were an equity investment and all income, liabilities and assets of Key U.K. shall be excluded from all calculations and determinations thereunder, and (iii) any acquisitions made by the Company or any of its Subsidiaries including through mergers or consolidations and including any related financing transactions, during the period for which such financial covenants were calculated shall be deemed to have occurred on the first day of the relevant period for which such financial covenants were calculated on a pro forma basis acceptable to the Agent. Notwithstanding anything in Sections 5.2(b), (c) or (d) or in the definition of Applicable Margin (or the defined terms as used in Sections 5.2(b),(c) or (d) or within the definition of Applicable Margin), such financial covenants shall be tested, and the Applicable Margin shall be adjusted, for the first time based on the results for the fiscal quarter ending June 30, 1997. (b) The Company shall deliver to the Lenders at the same time as the delivery of any annual or monthly financial statement under Section 5.1(d) hereof (i) a description in reasonable detail of any material variation between the application or other modification of accounting principles employed in the preparation of such statement and the application or other modification of accounting principles employed in the preparation of the immediately prior annual or monthly financial statements as to which no objection has been made in accordance with GAAP as in effect on the Closing Date last sentence of subsection (a) above and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any reasonable estimates of the difference between such statements arising as a consequence thereof. (c) To enable the ready and consistent determination of compliance with the covenants set forth in Section 5.2 hereof, the Company will not change the last day of its fiscal year from December 31 of each year, or the last days of the first three fiscal quarters in the application each of GAAP by the Borrowersits fiscal years from March 31, June 30, and September 30 of each year, respectively.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP consistently applied. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and either Borrower or Lender shall so request, Lender and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide to Lender financial statements and other documents required under this Agreement and the contrary other Loan Documents which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board 159 (Codification of Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect10) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Loan Party at “fair value,” ”, as defined therein. All accounting determinations Notwithstanding anything to the contrary contained in the paragraph above or the definitions of Capital Expenditures or Capitalized Leases, in the event of a change in GAAP after the Closing Date requiring all leases to be capitalized, only those leases (assuming for purposes of determining compliance with this paragraph that they were in existence on the covenants contained herein Closing Date) that would constitute Capitalized Leases on the Closing Date shall be considered Capitalized Leases (and all other such leases shall constitute operating leases) and all calculations and deliverables under this Agreement or the other Loan Documents shall be made in accordance therewith (other than the financial statements delivered pursuant to this Agreement; provided that all such financial statements delivered to Lender in accordance with the terms of this Agreement after the date of such change in GAAP shall contain a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered immediately prior to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenderschange), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to Agent and each of the Lenders on or prior to the Original Closing Date. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, the Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders, not to be unreasonably withheld, delayed or conditioned, and any delay of more than twenty (20) days being deemed unreasonable); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to the Agent on and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before the Closing Date; provided that, notwithstanding anything and after giving effect to the contrary such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations Furthermore, notwithstanding any such change in GAAP that after the Closing Date would require lease obligations that would be treated as operating leases as of the date they are entered into to be classified and accounted for as capital leases or otherwise reflected on the consolidated balance sheet of Borrower and its Subsidiaries, for the purposes of determining compliance with the covenants any covenant or other obligation contained herein herein, such obligations shall be made in accordance with GAAP treated as in effect on operating leases during the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method term of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to Agent and each of the Agent Lenders on or before prior to the Closing DateDate except, in the case of unaudited financial statements, for the lack of footnotes, for being subject to year-end audit adjustments, and with respect to non-cash stock-based compensation. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided thatfurther, notwithstanding anything to however, that any obligations of a Person under a lease (whether existing now or entered into in the contrary future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the date of this Agreement (including, for the avoidance of doubt, for purposes of the definition of “Permitted Debt”) shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP). Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary hereininterpreted, all accounting or financial terms used herein will determinations hereunder shall be construedmade, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained prepared on a consolidated basis in accordance with GAAP. In the event that any “Accounting Change Change” (as defined below) occurs shall occur and such change results in a material change in the method of calculation of resulting financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will Lender Parties agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change Changes with the desired result that the criteria for evaluating the Borrowers’ Borrower’s financial condition will shall be the same after such Accounting Change Changes as they would be if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change Changes had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting ChangeChanges” means (i) any change refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC or (ii) any change regulator of financial institutions or financial institution holding companies. For purposes of determining compliance with any covenant contained herein, whether a lease constitutes a capitalized lease, and whether obligations arising under such lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense in the application of GAAP by the Borrowerssuch lessee’s financial statements, shall be determined in accordance with GAAP.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all Financial Statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the most recent audited consolidated Financial Statements of the Loan Parties and their Subsidiaries delivered to the Agent Lender on or before prior to the Closing Date; provided that. If at any time any change in GAAP would, notwithstanding anything in either case, affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and either Borrower or Lender shall so request, Lender and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the contrary hereinfinal approval of Lender); provided, all accounting that until so amended, (a) such ratio or financial terms used herein will requirement shall continue to be construed, computed in accordance with GAAP prior to such change therein and all financial computations pursuant hereto will be made, without (b) the Loan Parties shall provide to Lender Financial Statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided, further, that (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159) (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Loan Party at “fair value,” ”, as defined therein. All accounting determinations , shall be disregarded for the purposes of determining compliance with computing any financial ratios and requirements herein and (ii) the covenants contained herein shall be made in accordance with effect of any changes to GAAP that would require leases which are, or would have been, classified as operating leases under GAAP as in effect it exists on the Closing Date to be classified and applied on a basis consistent accounted for as capital leases under the revised GAAP (including by reason of adoption of FASB Accounting Standards Update 2016-02) shall be disregarded for the purposes of computing any financial ratios and requirements herein. Notwithstanding anything to the contrary in all material respects with this Agreement or any other Loan Document, the audited Loan Parties shall not, without the prior written consent of Lender, cause or permit any change in application of GAAP, or any method of GAAP utilized, by the Loan Parties in their Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless Except as otherwise defined or specified hereinprovided in this Agreement, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered computations and determinations as to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all matters (including financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effectcovenants) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and consistently applied on a basis consistent in for all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Dateapplicable periods, and all accounting or financial records, terms shall be maintained in accordance with have the meanings ascribed to such terms by GAAP. In the event that If at any Accounting Change (as defined below) occurs and such change results in a time any change in GAAP would affect the method computation of calculation of any financial covenants, standards ratio or terms requirement set forth in this Agreement, then upon and the written request Company notifies the holders of the Borrower Agent Notes that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (acting upon or if the Required Holders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement, and the Company or Required Holders shall so request, the Company and the holders of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into Notes shall negotiate in good faith negotiations in order to amend such provisions ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Required Holders, not to be unreasonably withheld). If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement so as and return it to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of Guarantor, whereupon this Agreement in effect on shall become a binding agreement between you, the Company and the Guarantor. Very truly yours, By /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President By /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer The foregoing is hereby agreed to as of the date of such Accounting Change will be calculated thereof. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney in Fact & Agent (Scottish-1YR) By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney in Fact & Agent (Scottish-5YR) By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney in Fact & Agent (Scottish-Lincoln) By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Its Authorized Representative By: Midland Advisors Company as if no such Accounting Change had occurred until its Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director By: Midland Advisors Company as its Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director By: Midland Advisors Company as its Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director By: /s/ Xxxxxxxxxx X. Hist Name: Xxxxxxxxxx X. Hist Title: Authorized Signatory By: /s/ Xxxxxxxxxx X. Hist Name: Xxxxxxxxxx X. Hist Title: Authorized Signatory By: /s/ Xxxxxxxxxx X. Hist Name: Xxxxxxxxxx X. Hist Title: Authorized Signatory By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By: /s/ Xxxxx X. Field Name: Xxxxx X. Field Title: Counsel By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Counsel By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By: /s/ Xxxxx X. Field Name: Xxxxx X. Field Title: Counsel By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Counsel By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By: /s/ Xxxxx X. Field Name: Xxxxx X. Field Title: Counsel By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Counsel As used herein, the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by following terms have the promulgation of any rule, regulation, pronouncement respective meanings set forth below or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change set forth in the application of GAAP by the Borrowers.Section hereof following such term:

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to Agent and each of the Agent Lenders on or before prior to the Closing DateDate except, in the case of unaudited financial statements, for the lack of footnotes, and for being subject to year-end audit adjustments. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided thatfurther, notwithstanding anything to however, that any obligations of a Person under a lease (whether existing now or entered into in the contrary future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the date of this Agreement (including, for the avoidance of doubt, for purposes of the definition of “Permitted Debt”) shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP). Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date MidCap / Cerus / A&R Credit, Security and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change Guaranty Agreement (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required LendersTerm Loan), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP consistently applied. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and either Borrower Representative or Agent shall so request, Required Lenders and Borrower Representative shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower Representative shall provide to Agent and Lenders financial statements and other documents required under this Agreement and the contrary other Loan Documents which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board 159 (Codification of Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect10) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Loan Party at “"fair value,” ", as defined therein. All accounting determinations for purposes Notwithstanding anything to the contrary contained in the paragraph above or the definitions of determining compliance with the covenants contained herein shall be made Capital Expenditures or Capitalized Leases, only those leases that would have constituted Capitalized Leases or financing leases in accordance conformity with GAAP as in effect on the Closing Date Date, shall be considered Capitalized Leases or financing leases hereunder, and applied on a basis consistent all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith (other than the financial statements delivered pursuant to this Agreement; provided that all material respects such financial statements delivered to Agent and Lenders in accordance with the audited Financial Statements delivered terms of this Agreement shall contain a schedule showing the adjustments necessary to the Agent reconcile such financial statements with GAAP as in effect on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and respect to such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lendersleases), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or ----------------------------------- specified herein, all accounting terms used in this Agreement shall be construed herein and all accounting determinations for purposes of determining compliance with Sections -------- 7.6, 7.7, and 7.11 hereof and otherwise to be made under this Credit Agreement --- --- ---- shall be made in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or most recent audited consolidated financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities statements of the Borrowers or any Subsidiary at “fair value,” as defined thereinBorrower and its Consolidated Subsidiaries for the fiscal year ended December 28, 1996. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, Date and all financial records, records shall be maintained in accordance with GAAP. In The parties hereto agree, however, that in the event that any change in accounting principles from those used in the preparation of the most recent audited financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal year ended December 28, 1996 is hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Change Standards Board or Accounting Principles Board of the American Institute of Certified Public Accountants (as defined belowor successors thereto or agencies with similar functions) occurs and such change results in a any change in the method of calculation of financial covenants, standards or terms found in this Credit Agreement, then upon such financial covenants, standards or terms (other than in respect of Financial Statements to be delivered hereunder) shall be computed without giving effect to such change in accounting principles, and the written request of certificates required to be delivered pursuant to Section 6.1 hereof demonstrating compliance ----------- with the covenants contained herein shall include calculations setting forth the adjustments necessary to demonstrate how the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations is in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change compliance with the desired result that financial covenants without giving effect to such change in accounting principles. If the criteria for evaluating Borrower shall change its method of inventory accounting from the Borrowers’ financial condition will first-in-first-out method to the last-in-first-out method, all calculations necessary to determine compliance with the covenants contained herein shall be the same after such Accounting Change made as if such Accounting Change method of inventory accounting had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersbeen so changed.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all (a) All accounting terms used not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be construed prepared in accordance conformity with GAAP, applied on a basis consistent basis, as in all material respects effect from time to time and in a manner consistent with that used in preparing the Financial Statements delivered to audited financial statements required by Section 6.03, except as otherwise specifically prescribed herein. Notwithstanding the Agent on or before the Closing Date; provided thatforegoing, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with any covenant (including the covenants computation of any financial covenant) contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Dateherein, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request Indebtedness of the Borrower Agent (acting upon the request and its Subsidiaries shall be deemed to be carried at 100% of the Borrowers) outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Agent Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (acting upon subject to the request approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrowers, Borrower shall provide to the Administrative Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of financial statements and other documents required under this Agreement so or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to equitably reflect such Accounting Change with change in GAAP. (b) Any financial ratios required to be maintained by the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of Borrower pursuant to this Agreement in effect on the date of such Accounting Change will shall be calculated as if no such Accounting Change had occurred until by dividing the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required appropriate component by the promulgation other component, carrying the result to one place more than the number of places by which such ratio or percentage is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). (c) Unless otherwise expressly provided herein, (a) references to formation documents, governing documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any ruleLoan Document; and (b) references to any Applicable Law shall include all statutory and regulatory provisions consolidating, regulationamending, pronouncement replacing, supplementing or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersinterpreting such Applicable Law.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP consistently applied. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and either Borrower Representative or Agent shall so request, Required Lenders and Borrower Representative shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower Representative shall provide to Agent and Lenders financial statements and other documents required under this Agreement and the contrary other Loan Documents which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board 159 (Codification of Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect10) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Loan Party at “"fair value,” ", as defined therein. All accounting determinations Notwithstanding anything to the contrary contained in the paragraph above or the definitions of Capital Expenditures or Financing Leases, in the event of a change in GAAP after the Closing Date requiring all leases to be capitalized, only those leases (assuming for purposes of determining compliance with this paragraph that they were in existence on the covenants contained herein Closing Date) that would constitute Financing Leases on the Closing Date shall be considered Financing Leases (and all other such leases shall constitute operating leases) and all calculations and deliverables under this Agreement or the other Loan Documents shall be made in accordance therewith (other than the financial statements delivered pursuant to this Agreement; provided that all such financial statements delivered to Agent and Lenders in accordance with the terms of this Agreement after the date of such change in GAAP shall contain a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered immediately prior to the Agent on or before the Closing Datesuch change). The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.​

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all Financial Statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent with the most recent audited consolidated Financial Statements of Borrower delivered to Agent and Lenders on or prior to the Closing Date. If at any time any change in all material respects GAAP would, in either case, affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and any of Agent, Borrower or Required Lenders shall so request, Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the final approval of Agent and Required Lenders); provided, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Loan Parties shall provide to Agent and Lenders the Financial Statements delivered to the Agent on and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without after giving effect to such change in GAAP; provided, further, that (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159) (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Loan Party at “fair value,” ”, as defined therein. All accounting determinations therein shall be disregarded for the purposes of determining compliance with computing any financial ratios and requirements herein and (ii) the covenants contained herein shall be made in accordance with effect of any changes to GAAP that would require leases which are, or would have been, classified as operating leases under 53/Mammoth – Credit Agreement GAAP as in effect it exists on the Closing Date to be classified and applied on a basis consistent accounted for as capital leases under the revised GAAP (including by reason of adoption of FASB Accounting Standards Update 2016-02) shall be disregarded for the purposes of computing any financial ratios and requirements herein. Notwithstanding anything to the contrary in all material respects with this Agreement or any other Loan Document, the audited Loan Parties shall not, without the prior written consent of Agent, cause or permit any change in application of GAAP, or any method of GAAP utilized in the Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to the Agent on or before prior to the Closing Date. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided thatprovided, notwithstanding anything however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the contrary Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect prior to giving effect to FASB Accounting Standards Update No. 2016-02, Leases, shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of Borrower and its consolidated Subsidiaries delivered to the Agent Lender on or before prior to the Closing Date, 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; provided thatthat (x) 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 (whether or not such operating lease obligations were in effect on such date), notwithstanding anything the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. If at any time any change in GAAP would affect the contrary computation of any financial ratio or financial requirement set forth in any Loan Document, and either Borrower or the Lender shall so request, Lender and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide to Lender financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers Borrower or any Subsidiary at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary hereininterpreted, all accounting or financial terms used herein will determinations hereunder shall be construedmade, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements statements required to be delivered hereunder from shall be prepared, in accordance with Generally Accepted Accounting Principles. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth this Agreement, and either the Borrower or the Lender shall so request, the Lender and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. As of the Closing Date, GAAP classifies certain leases as “operating leases” and others as “capital leases” by applying certain criteria to distinguish between the two classifications. If, after the Closing Date, and all financial records, there shall be maintained occur any change in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs GAAP and such change results shall result in a change in the method classification of calculation of financial covenants, standards or terms in this Agreement, then upon the written request certain leases from operating leases to capital leases (whether such leases were place as of the Borrower Agent (acting upon the request of the Borrowers) Closing Date or the Agent (acting upon the request of the Required Lendersentered into at a future date), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria reclassification shall be deemed not effective for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions purposes of this Agreement in effect on its entirety. No delay by the date of Borrower or the Lender in requiring such Accounting Change will be calculated as if no negotiation shall limit their right to so require such Accounting Change had occurred until the effective date of a negotiation at any time after such amendment. “Accounting Change” means (i) any a change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersprinciples.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis (i) prior to the Restatement Effective Date, on a basis consistent with the most recent financial statements of the Borrowers and their Subsidiaries delivered to the Agent before the Closing Date and (ii) after the Restatement Effective Date, in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to Agent and each of Lenders. If at any time any change in GAAP would affect the Agent on computation of any financial ratio or before financial requirement set forth in any Financing Document, and either Borrowers or the Closing Date; provided thatRequired Lenders shall so request, notwithstanding anything Agent, Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the contrary approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “"fair value,” ", as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be delivered hereunder shall be prepared, in accordance with GAAP. In the event the Parent changes its accounting methods because of changes in GAAP, applied on a basis consistent or any change in all material respects with GAAP occurs which increases or diminishes the Financial Statements delivered protection and coverage afforded to the Lenders under current GAAP accounting methods, the Parent or the Administrative Agent, as the case may be, may request of the other parties to this Agreement an amendment of the financial covenants contained in Section 9 of this Agreement to reflect such changes in GAAP and to provide the Lenders with protection and coverage equivalent to that existing prior to such changes in accounting methods or GAAP, and each of the Parent, the Administrative Agent on or before and the Closing DateLenders agree to consider such request in good faith; provided thatthat until any such amendment is effective, notwithstanding the relevant change in GAAP or accounting methods shall not be given effect for purposes of calculating the financial covenants contained in this Agreement. In the event of such change in GAAP, the compliance certificates delivered pursuant to Section 9.01 hereof after such change occurs shall be accompanied by reconciliations of the difference between the calculation set forth therein and a calculation made in accordance with GAAP as in effect from time to time after such change occurs. Notwithstanding anything to the contrary herein, all accounting or financial terms used herein will shall be construed, and all financial computations pursuant hereto will 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 Board Accounting Standards Codification 825-10 159) (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of the Borrowers Parent or any Subsidiary at “fair value,” ”, as defined therein. All In the event of a change in GAAP with respect to accounting determinations for purposes of determining compliance with leases, the financial covenants contained herein shall be made in accordance calculated on a basis consistent with GAAP as in effect on prior to such change. To enable the Closing Date and applied on a basis consistent in all material respects ready determination of compliance with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained covenants set forth in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders)Section 9 hereof, the Borrowers, the Agent and the Lenders Parent will enter into good faith negotiations not change from December 31 in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on each year the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until on which its fiscal year ends, nor from March 31, June 30 and September 30 the effective date of such amendment. “Accounting Change” means (i) any change dates on which the first three fiscal quarters in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowerseach fiscal year end.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all Financial Statements required to be delivered hereunder shall be prepared on a consolidated (unless and except to the extent otherwise expressly provided herein) basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the most recent audited consolidated Financial Statements of ASHS and its Subsidiaries delivered to the Agent Lender on or before prior to the Closing Date; provided that. If at any time any change in GAAP or any changes in accounting principles or practices from those used in the preparation of the financial statements are hereafter occasioned by the promulgation of rules, notwithstanding anything regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor thereto or agencies with similar functions) or other regulatory body with jurisdiction over GAAP or any financial reporting by the Loan Parties, that results in a material change in the method of accounting in the financial statements required to be furnished to Lender hereunder or in the calculation of financial covenants, standards or terms contained in this Agreement or any other Loan Document, and any Borrower or Lender shall so request, Lender and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the contrary hereinfinal approval of Lender); provided, all accounting that until so amended, (a) such ratio or financial terms used herein will requirement shall continue to be construed, computed in accordance with GAAP prior to such change therein and all financial computations pursuant hereto will be made, without (b) the Loan Parties shall provide to Lender Financial Statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided, further, that (i) any election under Accounting Standards Codification 800-00-00 (previously referred to as Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159) (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Loan Party at “"fair value,” ", as defined therein. All accounting determinations therein shall be disregarded for the purposes of determining compliance with computing any financial ratios and requirements herein and (ii) the covenants contained herein shall be made in accordance with effect of any changes to GAAP that would require leases which are, or would have been, classified as operating leases under GAAP as in effect it exists on the Closing Date to be classified and applied on a basis consistent accounted for as capital leases under the revised GAAP (including by reason of adoption of FASB Accounting Standards Update 2016-02) shall be disregarded for the purposes of computing any financial ratios and requirements herein. Notwithstanding anything to the contrary in all material respects with this Agreement or any other Loan Document, the audited Loan Parties shall not, without the prior written consent of Lender, cause or permit any change in application of GAAP, or any method of GAAP utilized, by the Loan Parties in their Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared in accordance with GAAP applied on a consistent basis; PROVIDED that, the delivery by the Parent Borrower of financial statements in accordance with GAAP shall be accompanied by reconciliation with U.S. GAAP reasonably satisfactory to the Administrative Agents in order to satisfy the requirements of this sentence and any other provision of this Agreement shall be construed requiring the delivery of financial statements in accordance with GAAP, . All financial statements delivered to the Lenders hereunder shall be accompanied by a statement from the Parent Borrower that GAAP has not changed since the most recent financial statements delivered by the Parent Borrower to the Lenders or if GAAP has changed describing such changes in detail and explaining how such changes affect the financial statements. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent in all material respects with the Financial Statements most recent annual or quarterly financial statements delivered pursuant to SECTION 6.01 (or, prior to the Agent on or before delivery of the Closing Date; provided thatfirst financial statements pursuant to SECTION 6.01, notwithstanding anything to consistent with the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, statements described in SECTION 5.05(a) (but without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined deviations from GAAP disclosed therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date);); PROVIDED, and all financial recordsHOWEVER, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) the Parent Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in accounting principles required by GAAP or the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants rules promulgated with respect thereto or (ii) any of the Administrative Agents or the Required Lenders shall so object in writing within 60 days after delivery of such financial statements (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), then such calculations shall be made on a basis consistent with the application of GAAP most recent financial statements delivered by the BorrowersParent Borrower to the Lenders as to which no such objection shall have been made. If any determination hereunder is required by the terms hereof to be made for a period of four consecutive fiscal quarters at a time at which fewer than four full fiscal quarters have elapsed since the Closing Date, such determination shall (except as otherwise expressly provided herein) be made for the period elapsed from the Closing Date through the most recent fiscal quarter then ended (annualized on a simple arithmetic basis, if such determination is to be used in a ratio with a balance sheet item). Any financial ratios required to be maintained by any Group Company pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Accounting Terms and Determinations. Unless (a) Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (b) below) be prepared, in accordance with GAAPGenerally Accepted Accounting Principles (subject, applied on a basis consistent in all material respects with the Financial Statements delivered case of financial statements which are not fiscal year end statements, to the Agent on or before the Closing Dateabsence of footnotes and year-end audit adjustments); provided that, notwithstanding anything if the Company notifies the Agent that it wishes to amend any covenant in Article V to eliminate the effect of any change in Generally Accepted Accounting Principles (or if the Agent notifies the Company that the Required Lenders wish to amend Article V for such purpose), then the Company's compliance with such covenants shall be determined on the basis of Generally Accepted Accounting Principles in effect immediately before the relevant change in Generally Accepted Accounting Principles became effective until either such notice is withdrawn or such covenant or any such defined term is amended in a manner satisfactory to the contrary Company and the Required Lenders. Except as otherwise expressly provided herein, all accounting or references to a time of day shall be references to Detroit, Michigan time. Notwithstanding anything herein, in any financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities statements of the Borrowers Company or any Subsidiary at “fair value,” as defined therein. All accounting determinations in Generally Accepted Accounting Principles to the contrary, for purposes of calculating and determining compliance with the financial covenants contained herein in Sections 5.2(a), (b) and (c), including defined terms used therein, any Acquisitions made by the Company or any of its Subsidiaries including through mergers or consolidations and including any related financing transactions, during the period for which such financial covenants were calculated shall be deemed to have occurred on the first day of the relevant period for which such financial covenants were calculated on a pro forma basis acceptable to the Agent. (b) The Company shall deliver to the Lenders at the same time as the delivery of any annual or quarterly financial statement under Section 5.1(d) hereof (i) a description in reasonable detail of any material variation between the application or other modification of accounting principles employed in the preparation of such statement and the application or other modification of accounting principles employed in the preparation of the immediately prior annual or quarterly financial statements as to which no objection has been made in accordance with GAAP as in effect on the Closing Date last sentence of subsection (a) above and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any reasonable estimates of the difference between such statements arising as a consequence thereof. (c) To enable the ready and consistent determination of compliance with the covenants set forth in Section 5.2 hereof, the Company will not change the last day of its fiscal year from the last Saturday of December of each year, or the last days of the first three fiscal quarters in each of its fiscal years from the application last Saturday in March, June and September of GAAP by the Borrowerseach year, respectively.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each MidCap / Aptevo Therapeutics / Credit and Security Agreement Borrower and its Consolidated Subsidiaries delivered to the Agent on or before prior to the Closing Date. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided thatprovided, notwithstanding anything however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the contrary Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect prior to giving effect to FASB Accounting Standards Update No. 2016-02, Leases, shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein(1) Except as may be expressly provided herein to the contrary, (i) all accounting terms used in this Agreement (whether or not specifically defined herein) shall be construed in accordance with GAAPGAAP (subject to year end adjustments, if applicable) consistent with such accounting principles applied in the preparation of the audited financial statements referred to in Section 7.2(a), (ii) all financial statements and reports required to be delivered pursuant to this Agreement and the other Loan Documents and all financial information delivered to the Administrative Agent pursuant to Section 8.1 shall be prepared in accordance with GAAP (subject to year end adjustments, if applicable) applied on a basis consistent with such accounting principles applied in the preparation of the audited financial statements of the applicable Person referred to in Section 7.2 or in accordance with Section 8.7, (iii) all material respects financial covenants contained in this Agreement shall be determined in accordance with the Financial Statements delivered to the Agent on or before the Closing Date; GAAP (except as may be expressly provided that, notwithstanding anything to the contrary herein), and (iv) with respect to accounting terms or financial information defined or described in reference to a Person and its Consolidated Subsidiaries, all accounting or financial such terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein information shall be made in accordance with GAAP construed as in effect on the Closing Date applying to such Person and applied its Consolidated Subsidiaries on a consolidated basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In If and to the event extent that financial statements, reports or covenants are to be prepared or determined on a consolidated basis, they shall be prepared or determined on a consolidated basis for NCI and its Restricted Subsidiaries (including, without limitation, NCH and the Borrower), NCH and its Restricted Subsidiaries (including, without limitation, the Borrower) and the Borrower and its Restricted Subsidiaries, as the case may be (except as may be expressly provided to the contrary herein). (2) The Borrower shall deliver to the Administrative Agent and the Lenders, at the same time as the delivery of any Accounting Change annual or quarterly financial statement under Section 8.1, (as defined belowi) occurs and such change results a description, in a change reasonable detail, of any material variation between the application of GAAP employed in the method preparation of calculation the next preceding annual or quarterly financial statements prepared in accordance with the last sentence of financial covenants, standards or terms Section 1.3(a) preceding as to which no objection has been made by the Administrative Agent and (ii) reasonable estimates of the difference between such statements arising as a consequence thereof. (3) To enable the ready and consistent determination of compliance with the covenants set forth in this Agreement, then upon the written request Borrower will not change the last day of its fiscal year from December 31 or the last days of the first three fiscal quarters of the Borrower Agent in each of its fiscal years from March 31, June 30 and September 30, respectively. (acting upon 4) Unless otherwise expressly provided herein to the request of contrary, all references herein to the Borrowers) Restatement Effective Date shall be deemed to mean and refer to the Restatement Effective Date after giving effect to all transactions which occur on or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend before such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersdate.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all Financial Statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the most recent audited consolidated Financial Statements of the Borrowers and their Subsidiaries delivered to the Administrative Agent and Lenders on or before prior to the Phase 1 Closing Date; provided that. If at any time any change in GAAP would, notwithstanding anything in either case, affect the computation of any financial ratio or financial requirement set forth in any Fundamental Document, and any of the Administrative Agent, Borrower or Required Lenders shall so request, the Administrative Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the contrary hereinfinal approval of the Administrative Agent and Required Lenders); provided, all accounting that until so amended, (a) such ratio or financial terms used herein will requirement shall continue to be construed, computed in accordance with GAAP prior to such change therein and all financial computations pursuant hereto will be made, without (b) the Borrowers shall provide to Administrative Agent and Lenders Financial Statements and other documents required under this Credit Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided, further, that (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159) (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers any Borrower, Guarantor, or any Subsidiary at “fair value,” ”, as defined therein. All accounting determinations therein shall be disregarded for the purposes of determining compliance with computing any financial ratios and requirements herein and (ii) the covenants contained herein effect of any changes to GAAP that would require leases which are, or would have been, classified as operating leases under GAAP as it exists on the Phase 1 Closing Date to be classified and accounted for as capital leases under the revised GAAP (including by reason of adoption of FASB Accounting Standards Update 2016-02) shall be made in accordance with GAAP as in effect on disregarded for the Closing Date purposes of computing any financial ratios and applied on a basis consistent in all material respects with the audited Financial Statements delivered requirements herein. Notwithstanding anything to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms contrary in this AgreementCredit Agreement or any other Fundamental Document, then upon the Borrowers and Guarantors shall not, without the prior written request consent of the Borrower Agent (acting upon the request of the Borrowers) Administrative Agent, cause or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) permit any change in accounting principles required application of GAAP, or any method of GAAP utilized, by the promulgation of any rule, regulation, pronouncement or opinion by Borrowers and Guarantors in their Financial Statements after the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the BorrowersPhase 1 Closing Date.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; provided that if the Borrower, applied on a basis consistent in all material respects with the Financial Statements delivered by notice to the Administrative Agent, shall request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Required Lenders, by notice from the Administrative Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary Borrower, shall request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith in a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construedconstrued (in each case, other than for purposes of Sections 4.04(a), 5.01(a) and 5.01(b)), and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to (a) any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825000-10 00-00 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers Borrower or any Subsidiary at “fair value,” ”, as defined therein, (b) 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, (c) any deduction of debt issuance costs in respect of any Indebtedness from the principal amount of such Indebtedness under Accounting Standards Update 2015-03, and (d) any change in accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board Accounting Standards Update No. All accounting determinations for purposes 2016-02, Leases (Topic 842), to the extent such adoption would require recognition of determining compliance with the covenants contained herein shall a lease liability where [[5952619]] such lease (or similar arrangement) would not have been required to be made in accordance with recognized as a lease liability under GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing DateDecember 31, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers2015.

Accounting Terms and Determinations. Unless (a) Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (b) below) be prepared, in accordance with GAAPGenerally Accepted Accounting Principles (subject, applied on a basis consistent in all material respects with the Financial Statements delivered case of financial statements which are not fiscal year end statements, to the Agent on or before the Closing Dateabsence of footnotes and year-end audit adjustments); provided that, notwithstanding anything if the Company notifies the Agent that it wishes to amend any covenant in Article V to eliminate the contrary effect of any change in Generally Accepted Accounting Principles (or if the Agent notifies the Company that the Required Lenders wish to amend Article V for such purpose), then such Borrower's compliance with such covenants shall be determined on the basis of Generally Accepted Accounting Principles in effect immediately before the relevant change in Generally Accepted Accounting Principles became effective until either such notice is withdrawn or such covenant or any such defined term is amended in a manner satisfactory to such Borrower and the Required Lenders. Except as otherwise expressly provided herein, all accounting or references to a time of day shall be references to Detroit, Michigan time. Notwithstanding anything herein, in any financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities statements of the Borrowers Company or any Subsidiary at “fair value,” as defined therein. All accounting determinations in Generally Accepted Accounting Principles to the contrary, for purposes of calculating and determining compliance with the financial covenants contained herein in Sections 5.2(a), (b) and (c), including defined terms used therein, any Acquisitions made by the Company or any of its Subsidiaries including through mergers or consolidations and including any related financing transactions, during the period for which such financial covenants were calculated shall be deemed to have occurred on the first day of the relevant period for which such financial covenants were calculated on a pro forma basis acceptable to the Agent. (b) The Company shall deliver to the Lenders at the same time as the delivery of any annual or quarterly financial statement under Section 5.1(d) hereof (i) a description in reasonable detail of any material variation between the application or other modification of accounting principles employed in the preparation of such statement and the application or other modification of accounting principles employed in the preparation of the immediately prior annual or quarterly financial statements as to which no objection has been made in accordance with GAAP as in effect on the Closing Date last sentence of subsection (a) above and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any reasonable estimates of the difference between such statements arising as a consequence thereof. (c) To enable the ready and consistent determination of compliance with the covenants set forth in Section 5.2 hereof, the Company will not change the last day of its fiscal year from the last Saturday of December of each year, or the last days of the first three fiscal quarters in each of its fiscal years from the application last Saturday in March, June and September of GAAP by the Borrowerseach year, respectively.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAPgenerally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in all material respects by the Borrower’s independent public accountants) with the Financial Statements most recent audited financial statements of the Borrower and its Consolidated Entities delivered to the Agent on Bank Parties. Consolidated Entities or before (ii) in support of a letter of credit issued by the Closing DateBorrower as a back-up confirmation or backup credit support of such letter of credit ("“Back-Up Letter of Credit"”), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.20(a)(i) and (ii), and (B) to honor drawings under the Letters of Credit issued by it; and (Cii) the Banks severally agree to participate in Letters of Credit issued for the account of the Borrower, its Consolidated Entities, its Members or members of its Consolidated Entities and any L/C Borrowings thereunder; provided thatthat after giving effect to any L/C Credit Extension with respect to any Letter of Credit, notwithstanding (1) the sum of (x) the aggregate principal amount of Revolving Loans of any Bank, plus (y) such Bank’s Pro Rata Share of the Outstanding Amount of all L/C Obligations shall not exceed such Bank’s Commitment and, (2) the Outstanding Amount of all L/C Obligations shall not exceed the Letter of Credit Sublimit and (3) the Outstanding Amount of all L/C Obligations of the Initial Issuing Bank shall not exceed the Initial Issuing Bank Sublimit unless otherwise agreed by such Initial Issuing Bank. Each request by the Borrower for the issuance of, or an amendment to increase the amount of, any Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the condition set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to no Issuing Bank shall issue any election under Statement Letter of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any Credit other Statement than a Standby Letter of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the BorrowersCredit.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all (a) All accounting terms used not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be construed prepared in accordance conformity with GAAP, applied on a basis consistent basis, as in all material respects effect from time to time and in a manner consistent with that used in preparing the Financial Statements delivered to audited financial statements required by Section 6.03, except as otherwise specifically prescribed herein. Notwithstanding the Agent on or before the Closing Date; provided thatforegoing, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with any covenant (including the covenants computation of any financial covenant) contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Dateherein, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request Indebtedness of the Borrower Agent (acting upon the request and its Subsidiaries shall be deemed to be carried at 100% of the Borrowers) outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Agent Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (acting upon subject to the request approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrowers, Borrower shall provide to the Administrative Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of financial statements and other documents required under this Agreement so or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to equitably reflect such Accounting Change with change in GAAP. (b) Any financial ratios required to be maintained by the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of Borrower pursuant to this Agreement in effect on the date of such Accounting Change will shall be calculated as by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio or percentage is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means nearest number). (c) Unless otherwise expressly provided herein, (i) references to formation documents, governing documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or Loan Document; and (ii) references to any change in the application of GAAP by the BorrowersApplicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law.

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed in accordance with GAAPinterpreted, applied on a basis consistent in and all material respects with the Financial Statements financial statements and certificates and reports as to financial matters required to be delivered to the Agent and the Lenders hereunder shall be prepared, in accordance with GAAP on or before a “consistent basis” with those used in the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities preparation of the Borrowers or any Subsidiary at “fair value,” financial statements referred to in Section 9.2, as defined thereinadjusted as appropriate to account for the SEC staff interpretation referred to in item 1 of Schedule 9.2 of the Disclosure Letter. All accounting determinations calculations made for the purposes of determining compliance with the covenants contained herein provisions of this Agreement shall be made by application of GAAP on a “consistent basis” with those used in accordance with GAAP as the preparation of the financial statements referred to in effect on the Closing Date and Section 9.2. Accounting principles are applied on a basis “consistent basis” when the accounting principles applied in a current period are comparable in all material respects with to those accounting principles applied in a preceding period. Changes in the audited Financial Statements delivered to application of accounting principles which do not have a material impact on calculating the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, covenants herein shall be maintained deemed comparable in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by the Borrower with its obligations under this Agreement, the Borrower will not, nor will it permit any of its Subsidiaries to, change the manner in which either the last day of its Fiscal Year or the last day of each of the first three Fiscal Quarters of its Fiscal Year is determined without the prior written consent of the Required Lenders. If at any time any change in GAAP would affect the method computation of calculation of any financial covenants, standards ratio or terms requirement set forth in this Agreement, then upon the written request of and either the Borrower Agent (acting upon the request of the Borrowers) or the Agent Required Lenders shall so request, the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (acting upon subject to the request approval of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement that, until so amended, such ratio or requirement shall continue to be computed in effect on the date of accordance with GAAP prior to such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowerstherein.

Accounting Terms and Determinations. (a) Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any provision hereof to eliminate the effect of any change in GAAP (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any provision hereof for such purpose), then such provision shall be applied 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 the Required Lenders. (b) Calculations with respect to the Non-JV Group shall be made on a basis consolidating the members of the Non-JV Group in accordance with GAAP, applied on except that there shall be excluded any amounts of income attributable to any Borrower Joint Venture or JV Subsidiary, whether or not such amount was or was available to be distributed to a basis consistent member of the Non-JV Group during any relevant period. (c) Determinations of Adjusted EBITDA in all material respects with the Financial Statements delivered to the Agent on or respect of any period of four consecutive Fiscal Quarters beginning before and ending after the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein Date shall be made in accordance with GAAP on a pro forma basis as in effect if the Acquisition had been consummated on the Closing Date first day of such period. Such pro forma calculation shall reflect the benefit of anticipated expense reductions and applied on a basis consistent similar synergies in all material respects with the audited Financial Statements delivered to the Agent on an annualized amount of $75,000,000 (or before the Closing Date. The Financial Statements required to such greater amount as may actually be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAPrealized). In the event that of any Accounting Change future material acquisition or disposition of assets by the Borrower and its Consolidated Subsidiaries (other than the Acquisition), determinations of Adjusted EBITDA shall similarly be made on a pro forma basis, reflecting the benefit of such anticipated expense reductions and similar synergies as defined below) occurs and such change results reductions or synergies could properly be reflected in pro forma financial statements included in a change in registration statement filed under the method Securities Act of calculation of financial covenants1933, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersamended.

Accounting Terms and Determinations. (a) Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any provision hereof to eliminate the effect of any change in GAAP (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any provision hereof for such purpose), then such provision shall be applied 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 the Required Lenders. (b) Calculations with respect to the Non-JV Group shall be made on a basis consolidating the members of the Non-JV Group in accordance with GAAP, applied on except that there shall be excluded any amounts of income attributable to any Borrower Joint Venture or JV Subsidiary, whether or not such amount was or was available to be distributed to a basis consistent member of the Non-JV Group during any relevant period. (c) Determinations of Adjusted EBITDA in all material respects with the Financial Statements delivered to the Agent on or respect of any period of four consecutive Fiscal Quarters beginning before and ending after the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein Date shall be made in accordance with GAAP on a pro forma basis as in effect if the Acquisition had been consummated on the Closing Date first day of such period. Such pro forma calculation shall reflect the benefit of anticipated expense reductions and applied on a basis consistent similar synergies in all material respects with the audited Financial Statements delivered to the Agent on an annualized amount of $75,000,000 (or before the Closing Date. The Financial Statements required to such greater amount as may actually be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAPrealized). In the event that of any Accounting Change future material acquisition or disposition of assets by the Borrower and its Consolidated Subsidiaries (other than the Acquisition), determinations of Adjusted EBITDA shall similarly be made on a pro forma basis, reflecting the benefit of such anticipated expense reductions and similar synergies as defined below) occurs such reductions and such change results synergies could properly be reflected in pro forma financial statements included in a change in registration statement filed under the method Securities Act of calculation of financial covenants1933, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersamended.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAPGAAP as in effect from time to time, applied on a basis consistent (except for changes concurred in all material respects by Trane Parent’s independent public accountants) with the Financial Statements most recent audited consolidated financial statements of Trane Parent and its Consolidated Subsidiaries delivered to the Banks; provided that (x) if Trane Parent or the Lead Borrower notifies the Administrative Agent that it wishes to amend any covenant in Article V to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies Trane Parent or the Lead Borrower that the Required Banks wish to amend Article V for such purpose), then the compliance by Trane Parent, the Borrowers and the Additional Borrowers, to the extent applicable, with such covenant shall be determined on the basis of GAAP in effect immediately before the Closing Daterelevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to Trane Parent, the Borrowers and the Additional Borrowers, to the extent applicable, and the Required Banks, and (y) for purposes of determining Consolidated Net Worth, GAAP as in effect at the time of and as used to prepare the financial statements referred to in Section 4.4(a) hereof shall be used for such determination, notwithstanding any change in GAAP after the date of such financial statements; provided thatthat Consolidated Net Worth shall be determined excluding the effect of goodwill impairment charges, notwithstanding anything net of Taxes, to the contrary extent that such effect would not otherwise have been included in such determination but for the application of FASB Accounting Standards Codification 350 (formerly Statement of Financial Accounting Standards 142). Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB Accounting Standards Codification 000-00-00 (formerly Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities), or any successor thereto, to value any Debt of Trane Parent, the Borrowers or any other Subsidiary at “fair value”, as defined therein. Notwithstanding anything to the contrary contained in this Agreement, any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Codification 825Update No. 2016-10 02 , Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any lease (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having similar arrangement conveying the right to use) as a capital lease where such lease (or similar effectarrangement) would not have been required to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with so treated under GAAP as in effect on the Closing Date and applied on December 31, 2015, shall not result in such lease being considered a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Datecapital lease, and all financial records, calculations and deliverables under this Agreement or any other Loan Document shall be maintained made or delivered, as applicable, in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowerstherewith.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ ' financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendmentamendment effected in accordance with this Agreement. “"Accounting Change” " means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by Borrowers. Anything in this Agreement to the Borrowerscontrary notwithstanding, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP as in effect on December 31, 2018 shall not be treated as Capital Lease solely as a result of changes in the application of GAAP, in each case, after December 31, 2018. For purposes of calculating the Consolidated Fixed Charge Coverage Ratio as at any date, EBITDA shall be calculated on a pro forma basis (as certified by the Borrower Agent to the Agent) assuming that all acquisitions made, and all dispositions completed, during the four consecutive fiscal quarters then most recently ended had been made on the first day of such period (but without any adjustment for projected cost savings or other synergies).

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary hereininterpreted, all accounting or financial terms used herein will determinations hereunder shall be construedmade, and all financial computations pursuant hereto will statements required to be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein delivered hereunder shall be made prepared in accordance with GAAP as in effect on the Closing Date and from time to time applied on a basis consistent (except for changes concurred in all material respects by the Company’s independent public accountants) with the most recent audited Financial Statements consolidated financial statements of the Company and its Consolidated Subsidiaries delivered to the Lenders; provided that, if the Company notifies the Syndication Agent on or before that the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order Company wishes to amend such provisions of this Agreement so as any covenant contained in ‎Article 5 to equitably reflect such Accounting Change with eliminate the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date operation of such Accounting Change will be calculated as covenant (or, in the case of clause ‎(a) or clause (b) below, if no the Syndication Agent notifies the Company that the Required Lenders wish to amend any such Accounting Change had occurred until the effective date covenant for such purpose) of such amendment. “Accounting Change” means (i) any change after the date hereof in GAAP (which, for purposes of this proviso shall include the generally accepted application or interpretation thereof), (b) any change after the date hereof in the Company’s accounting principles required policies that are consistent with GAAP or (c) any change after the date hereof in any applicable tax law or regulation or in the interpretation thereof by any regulatory authority (including, without limitation, any change in an applicable tax treaty), then the Company’s compliance with such covenant shall be determined on the basis of (x) GAAP, (y) the Company’s accounting policies or (z) the applicable tax law or regulation or the interpretation thereof in effect immediately before the relevant change in GAAP or accounting policies is adopted by the promulgation Company or change in law is effective, as applicable, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Lenders. 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: (i) the impact on Stockholders’ Equity from the re-measurement of post-retirement benefit plans pursuant to the Accounting Standards Codification 715, Compensation-Retirement Benefits (or any rule, regulation, pronouncement or opinion by the other Financial Accounting Standards Board of the American Institute of Certified Public Accountants Standard having a similar result or effect), (ii) any change the deferred tax write down and transition tax relating to the Tax Cuts and Jobs Act of 2017 recorded by the Company in the application quarter ended December 31, 2017, and (iii) the cumulative effect adjustment to retained earnings for the adoption of GAAP by the BorrowersASU No. 2016-02, Leases (Topic 842).

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to the Agent on or before prior to the Closing Date. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided thatprovided, notwithstanding anything however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the contrary Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation under GAAP as in effect prior to giving effect to FASB MidCap / Aptevo Therapeutics / Amended and Restated Credit and Security Agreement \\DC - 036639/000031 - 12505399 Accounting Standards Update No. 2016-02, Leases, shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. (a) Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAPUnited States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in all material respects by the Borrower’s independent public accountants) with the Financial Statements most recent audited consolidated financial statements of the Borrower delivered to the Agent on or before the Closing DateAdministrative Agent; provided that, notwithstanding anything if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in United States generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article 5 for such purpose), then the Borrower’s compliance with such covenant shall be applied on the basis of United States generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the contrary herein, all accounting or financial terms used herein will be construed, Borrower and all financial computations pursuant hereto will be made, without giving effect to any election under Statement the Required Lenders. (b) As provided in the definition of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair valueDebt,” as defined therein. All accounting determinations a Securitization Transaction is not Debt for purposes of determining compliance with this Agreement. Nevertheless, determinations of the covenants contained herein shall Fixed Charge Coverage Ratio, the Leverage Ratio, Material Debt and Material Financial Obligations are to be made in accordance with GAAP as in effect on if the Closing Date Borrower and applied on a basis consistent in all material respects with its Consolidated Subsidiaries retained ownership of the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Datetransferred accounts receivable, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change incurred Debt in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request amount of the Borrower Agent (acting upon financing raised pursuant to such transactions and received the request of related income and incurred the Borrowers) related interest expense, whether or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so not accounted for as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in sales under United States generally accepted accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersprinciples.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendmentamendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by Borrowers. Anything in this Agreement to the Borrowerscontrary notwithstanding, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP as in effect on December 31, 2018 shall not be treated as Capital Lease solely as a result of changes in the application of GAAP, in each case, after December 31, 2018. For purposes of calculating the Consolidated Fixed Charge Coverage Ratio as at any date, EBITDA shall be calculated on a pro forma basis (as certified by the Borrower Agent to the Agent) assuming that all acquisitions made, and all dispositions completed, during the four consecutive fiscal quarters then most recently ended had been made on the first day of such period (but without any adjustment for projected cost savings or other synergies).

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP consistently applied. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and either Borrower or Agent shall so request, Agent and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide to Agent financial statements and other documents required under this Agreement and the contrary other Loan Documents which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board 159 (Codification of Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect10) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Loan Party at “"fair value,” ", as defined therein. All accounting determinations Notwithstanding anything to the contrary contained in the paragraph above or the definitions of Capital Expenditures or Capitalized Leases, in the event of a change in GAAP after the Closing Date requiring all leases to be capitalized, only those leases (assuming for purposes of determining compliance with this paragraph that they were in existence on the covenants contained herein Closing Date) that would constitute Capitalized Leases on the Closing Date shall be considered Capitalized Leases (and all other such leases shall constitute operating leases) and all calculations and deliverables under this Agreement or the other Loan Documents shall be made in accordance therewith (other than the financial statements delivered pursuant to this Agreement; provided that all such financial statements delivered to Agent in accordance with the terms of this Agreement after the date of such change in GAAP shall contain a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered immediately prior to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenderschange), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAPgenerally accepted accounting principles in the United States of America as in effect from time to time, applied on a basis consistent (except for changes concurred in all material respects by the Borrower’s independent public accountants) with the Financial Statements most recent audited consolidated financial statements of the Borrower delivered to the Agent on or before the Closing DateAdministrative Agent; provided thatthat if the Borrower, notwithstanding anything by notice to the contrary Administrative Agent, shall request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Required Lenders, by notice from the Administrative Agent to the Borrower, shall request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith in a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision contained herein, (a) all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825800-10 00-00 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers Borrower or any Subsidiary at “fair value,” ”, as defined therein. All accounting determinations , and (b) GAAP will be deemed for all purposes of determining compliance with the covenants contained herein shall be made hereof to treat leases that would have been classified as operating leases in accordance with GAAP generally accepted accounting principles in the United States of America as in effect on the Closing Date and applied on December 31, 2011, in a basis manner consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and treatment of such change results in a change leases under generally accepted accounting principles in the method United States of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so America as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) December 31, 2011, notwithstanding any change in accounting principles required by the promulgation of any rule, regulation, pronouncement modifications or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersinterpretive changes thereto that may occur thereafter.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to Agent and each of the Agent Lenders on or before prior to the Closing DateDate except, in the case of unaudited financial statements, for the lack of footnotes, and for being subject to year-end audit adjustments. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided thatfurther, notwithstanding anything to however, that any obligations of a Person under a lease (whether existing now or entered into in the contrary future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the date of this Agreement (including, for the avoidance of doubt, for purposes of the definition of “Permitted Debt”) shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP). Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein in this Agreement shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the BorrowersBorrower, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendmentamendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by Xxxxxxxx. Anything in this Agreement to the Borrowerscontrary notwithstanding, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP as in effect on December 31, 2018 shall not be treated as Capital Lease solely as a result of changes in the application of GAAP, in each case, after December 31, 2018. For purposes of calculating the Total Leverage Ratio or Net Leverage Ratio as of any date, EBITDA shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions made, and all dispositions completed, during the four consecutive fiscal quarters then most recently ended had been made on the first day of such period (but without any adjustment for projected cost savings or other synergies unless otherwise approved by the Agent (at the direction of the Required Lenders)).

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to Agent and each of the Agent Lenders on or before prior to the Closing DateDate except, in the case of unaudited financial statements, for the lack of footnotes, and for being subject to year-end audit adjustments. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of MidCap / Cerus / Credit, Security and Guaranty Agreement (Revolving Loan) 202312840 v5 such ratio or requirement made before and after giving effect to such change in GAAP; provided thatfurther, notwithstanding anything to however, that any obligations of a Person under a lease (whether existing now or entered into in the contrary future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the date of this Agreement (including, for the avoidance of doubt, for purposes of the definition of “Permitted Debt”) shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP). Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects (except unaudited financial statements shall be subject to normal year-end adjustments and the absence of footnote disclosures) with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to Agent and each of the Lenders on or prior to the Closing Date. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, the Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to the Agent on and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before the Closing Date; provided that, notwithstanding anything and after giving effect to the contrary such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. (a) Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAPgenerally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in all material respects by the Borrower’s independent public accountants and disclosed in such financial statements) with the Financial Statements most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Agent on or before the Closing DateLenders; provided that, notwithstanding anything if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article V for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the contrary hereinBorrower and the Required Lenders. (b) Notwithstanding the foregoing, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement no entity that is consolidated with the Borrower solely as a result of the application of the Financial Accounting Standards Board Accounting Standards Codification 825-10 Standard Board’s Interpretation 46 (Consolidation of Variable Interest Entities), as amended or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effectrevised from time to time (“FIN 46”) to value any Indebtedness or other liabilities and that does not otherwise satisfy the criteria of the Borrowers or any Subsidiary at definition of the term “fair value,Subsidiary” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required deemed to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request Subsidiary of the Borrower Agent (acting upon for any purpose of this Agreement. Accordingly, neither the request earnings nor the Debt of any such entity shall be included in the calculation of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order financial covenants hereunder nor shall any such entity be subject to amend such any other provisions of this Agreement so solely as a result of FIN 46. If, however, the Debt of any such entity is recourse to equitably reflect the Borrower or any Restricted Subsidiary of the Borrower, such Accounting Change with Debt shall be included in the desired result calculation of the financial covenants hereunder. For the avoidance of doubt, any entity that satisfies the criteria of the definition of the term “Subsidiary” shall be treated as such for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions all purposes of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the BorrowersAgreement.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent (except for changes concurred in all material respects by the Borrower’s independent public accountants) with the Financial Statements most recent audited consolidated financial statements of the Borrower delivered to the Agent on or before the Closing DateAdministrative Agent; provided thatthat if the Borrower, notwithstanding anything by notice to the contrary Administrative Agent, shall request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Required Lenders, by notice from the Administrative Agent to the Borrower, shall request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith in a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision contained herein, (a) all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825000-10 00-00 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers Borrower or any Subsidiary at “fair value,” ”, as defined therein. All accounting determinations , and (b) GAAP will be deemed for all purposes of determining compliance with the covenants contained herein shall be made hereof to treat leases that would have been classified as operating leases in accordance with GAAP as in effect on the Closing Date and applied on December 31, 2013, in a basis manner consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (treatment of such leases under GAAP as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) December 31, 2013, notwithstanding any change in accounting principles required by the promulgation of any rule, regulation, pronouncement modifications or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersinterpretive changes thereto that may occur thereafter.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein hereinin this Agreement shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendmentamendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers. Anything in this Agreement to the contrary notwithstanding, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP as in effect on December 31, 2018 shall not be treated as Capital Lease solely as a result of changes in the application of GAAP, in each case, after December 31, 2018. EBITDA shall be calculated on a pro forma basis (as certified by the Borrower Agent to the Agent) assuming that all acquisitions made, and all dispositions completed, during the Measurement Period then most recently ended had been made on the first day of such Measurement Period. For purposes of calculating the Consolidated Fixed Charge Coverage Ratio as at any date, EBITDA shall be calculated on a pro forma basis (as certified by the Borrower Agent) assuming that all acquisitions made, and all dispositions completed, during the four consecutive fiscal quarters then most recently ended had been made on the first day of such period (but without any adjustment for projected cost savings or other synergies).

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP, applied on a basis consistent generally accepted accounting principles in the United States (provided that all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159) (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers Borrower or any Subsidiary at “fair value,” ”, as defined therein and (ii) without giving effect to any treatment of Debt 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. All accounting determinations for purposes of determining compliance with , and such Debt shall at all times be valued at the covenants contained herein shall be made in accordance with GAAP full stated principal amount thereof), as in effect on the Closing Date and from time to time, applied on a basis consistent (except for changes concurred in all material respects by the Borrower’s independent public accountants) with the then most recent audited Financial Statements consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change in generally accepted accounting principles or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in generally accepted accounting principles or in the application thereof, then such provision shall be interpreted on the basis of generally accepted accounting principles as in effect and applied immediately before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Daterelevant change in generally accepted accounting principles became effective, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and until either such change results notice is withdrawn or such provision is amended in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of manner satisfactory to the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of and the Required Lenders). Notwithstanding anything herein to the contrary, and without limiting the Borrowersforegoing, when the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Borrower adopts Financial Accounting Standards Board Accounting Standards Update 2016-02, Leases, which will require lessees to recognize lease assets and lease liabilities on the balance sheet for all leases, the Borrower and the Lenders hereby agree to negotiate in good faith a reasonably satisfactory amendment to Section 5.7 in order to adjust the Leverage Ratio limit to a level that takes the effect of the American Institute of Certified Public Accountants or (ii) any such change in the application of GAAP by the Borrowersinto proper account.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all Financial Statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the most recent audited consolidated Financial Statements of the Loan Parties and their Subsidiaries delivered to the Agent Lender on or before prior to the Closing Date; provided that. If at any time any change in GAAP would, notwithstanding anything in either case, affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and either Borrower or Lender shall so request, Lender and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the contrary hereinfinal approval of Lender); provided, all accounting that until so amended, (a) such ratio or financial terms used herein will requirement shall continue to be construed, computed in accordance with GAAP prior to such change therein and all financial computations pursuant hereto will be made, without (b) the Loan Parties shall provide to Lender Financial Statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in 13556830v4 GAAP; provided, further, that (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159) (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Loan Party at “fair value,” ”, as defined therein. All accounting determinations , shall be disregarded for the purposes of determining compliance with computing any financial ratios and requirements herein and (ii) the covenants contained herein shall be made in accordance with effect of any changes to GAAP that would require leases which are, or would have been, classified as operating leases under GAAP as in effect it exists on the Closing Date to be classified and applied on a basis consistent accounted for as capital leases under the revised GAAP (including by reason of adoption of FASB Accounting Standards Update 2016-02) shall be disregarded for the purposes of computing any financial ratios and requirements herein. Notwithstanding anything to the contrary in all material respects with this Agreement or any other Loan Document, the audited Loan Parties shall not, without the prior written consent of Lender, cause or permit any change in application of GAAP, or any method of GAAP utilized, by the Loan Parties in their Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless Except as otherwise defined or specified hereinprovided in this Agreement, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered computations and determinations as to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all matters (including financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effectcovenants) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and consistently applied on a basis consistent in for all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Dateapplicable periods, and all accounting or financial recordsterms shall have the meanings ascribed to such terms by GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and Borrower notifies Administrative Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if Administrative 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 change in GAAP or in the application thereof, then such provision shall be maintained interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and Borrower, Administrative Agent or the Required Lenders shall so request, Administrative Agent, the Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders, not to be unreasonably withheld). Notwithstanding the foregoing, for all purposes of this Agreement except for the calculation of Consolidated Total Assets, (a) no Gaming/Racing Lease (nor any guaranty or support arrangement in respect thereof) shall constitute Indebtedness, a Lien, a Capital Lease, a financing lease or a Capital Lease Obligation regardless of how such lease (or any guaranty or support arrangement in respect thereof) may be treated under GAAP, (b) any interest portion of payments in connection with GAAP. In such Gaming/Racing Lease (and any guaranty or support arrangement in respect thereof) shall not constitute Consolidated Interest Expense and (c) Consolidated Net Income shall be calculated by deducting, without duplication of amounts otherwise deducted, rent, insurance, property taxes and other amounts and expenses actually paid in cash under such Gaming/Racing Lease (and any guaranty or support arrangement in respect thereof) in the event applicable Test Period and no deductions in calculating Consolidated Net Income shall occur as a result of imputed interest, amounts under such Gaming/Racing Lease not paid in cash during the relevant Test Period or other non-cash amounts incurred in respect of such Gaming/Racing Lease; provided that any Accounting Change (as defined below) occurs and “true-up” of rent paid in cash pursuant to such change results in a change Gaming/Racing Lease shall be accounted for in the method fiscal quarter to which such payment relates as if such payment were originally made in such fiscal quarter. Notwithstanding anything to the contrary in this Agreement or any classification under GAAP of calculation any Person, business, assets or operations in respect of financial covenantswhich a definitive agreement for the disposition thereof has been entered into as discontinued operations, standards no pro forma effect shall be given to any discontinued operations (and the Consolidated EBITDA attributable to any such Person, business, assets or terms operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated (provided that until such disposition shall have been consummated, notwithstanding anything to the contrary in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date anticipated proceeds of such Accounting Change will disposition (and use thereof, including any repayment of Indebtedness therewith) shall not be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) included in any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowerscalculation hereunder).

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including without limitation determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of Borrower and its Consolidated Subsidiaries delivered to Administrative Agent and each of the Agent on Lenders. If at any time any change in GAAP would affect the computation of any financial ratio or before financial requirement set forth in any Financing Document, and either Borrower or the Closing DateRequired Lenders shall so request, Administrative Agent, the Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, notwithstanding anything until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) Borrower shall provide to Administrative Agent and the contrary Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness indebtedness or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement shall be construed in accordance with GAAPIFRSGAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP IFRSGAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAPIFRSGAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the BorrowersBorrower, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the BorrowersCompanies’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendmentamendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial International Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto) or (ii) any change in the application of GAAP IFRSGAAP by the BorrowersParent.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.this

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all Financial Statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the most recent audited consolidated Financial Statements of Borrower and its Subsidiaries delivered to the Agent Lender on or before prior to the Closing Date; provided that. If at any time any change in GAAP would, notwithstanding anything in either case, affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and either Borrower or Lender shall so request, Lender and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the contrary hereinfinal approval of Lender); provided, all accounting that until so amended, (a) such ratio or financial terms used herein will requirement shall continue to be construed, computed in accordance with GAAP prior to such change therein and all financial computations pursuant hereto will be made, without (b) the Loan Parties shall provide to Lender Financial Statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided, further, that (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159) (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Loan Party at “"fair value,” ", as defined therein. All accounting determinations therein shall be disregarded for the purposes of determining compliance with computing any financial ratios and requirements herein and (ii) the covenants contained herein shall be made in accordance with effect of any changes to GAAP that would require leases which are, or would have been, classified as operating leases under GAAP as in effect it exists on the Closing Date to be classified and applied on a basis consistent accounted for as capital leases under the revised GAAP (including by reason of adoption of FASB Accounting Standards Update 2016-02) shall be disregarded for the purposes of computing any financial ratios and requirements herein. Notwithstanding anything to the contrary in all this Agreement or any other Loan Document, the Loan Parties shall not, without the prior written consent of Lender (which shall not be unreasonably delayed, conditioned or withheld), cause or permit any material respects with change in application of GAAP, or any material method of GAAP utilized, by the audited Loan Parties in their Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all Financial Statements required to be delivered hereunder shall be prepared in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the most recent audited Financial Statements delivered to Agent and Lenders. If at any time any change in GAAP would, in either case, affect the Agent on computation of any financial ratio or before financial requirement set forth in any Loan Document, and any of Agent, Borrower or Required Lenders shall so request, Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the Closing Date; provided that, notwithstanding anything original intent thereof in light of such change in GAAP (subject to the contrary hereinfinal approval of Agent and Required Lenders); provided, all accounting that until so amended, (a) such ratio or financial terms used herein will requirement shall continue to be construed, computed in accordance with GAAP prior to such change therein and all financial computations pursuant hereto will be made, without (b) the Loan Parties shall provide to Agent and Lenders Financial Statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided, further, that (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159) (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Loan Party at “fair value,” ”, as defined therein. All accounting determinations therein shall be disregarded for the purposes of determining compliance with the covenants contained computing any financial ratios and requirements herein and (ii) all liability amounts shall be made 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 accordance with 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 such lease would have been accounted for as an operating lease under GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing DateDecember 31, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers2015.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Revolving Loan) Borrower and its Consolidated Subsidiaries delivered to Agent and each of the Agent Lenders on or before prior to the Closing DateDate except, in the case of unaudited financial statements, for the lack of footnotes, and for being subject to year-end audit adjustments. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided thatfurther, notwithstanding anything to however, that any obligations of a Person under a lease (whether existing now or entered into in the contrary future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the date of this Agreement (including, for the avoidance of doubt, for purposes of the definition of “Permitted Debt”) shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP). Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to Agent and each of the Agent Lenders on or before prior to the Closing DateDate except, in the case of unaudited financial statements, for the lack of footnotes, for being subject to year-end audit adjustments, and with respect to non-cash stock-based compensation. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so MidCap / HTG / Credit and Security Agreement (Term Loan) \\DC - 036639/000001 - 12092479 request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided thatfurther, notwithstanding anything to however, that any obligations of a Person under a lease (whether existing now or entered into in the contrary future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the date of this Agreement (including, for the avoidance of doubt, for purposes of the definition of “Permitted Debt”) shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP). Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all (a) All accounting terms used in this Agreement not specifically defined herein shall be construed in accordance with GAAP, GAAP consistent with such accounting principles applied in the preparation of the audited financial statements referred to in Section 7.2(a). All financial information delivered to the Administrative Agent pursuant to Section 8.1 shall be prepared in accordance with GAAP applied on a basis consistent with such accounting principles applied in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities preparation of the Borrowers audited financial statements referred to in Section 7.2(a) or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAPSection 8.7. In the event that any “Accounting Change Changes” (as defined below) occurs occur and such change results changes result in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent SOURCECORP and the Lenders will Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change Changes with the desired result that the criteria for evaluating the Borrowers’ SOURCECORP’s financial condition will shall be the same after such Accounting Change Changes as if such Accounting Change Changes had not been made. Until such time as such an amendment shall have been executed and delivered by SOURCECORP, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement for purposes of this Agreement only shall continue to be calculated or construed as if such Accounting Changes had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting ChangeChanges” means means: (i) any change changes in accounting principles required by the promulgation of any rule, regulationregulations, pronouncement or opinion by the Financial Accounting Standards Board of Board, the American Institute of Certified Public Accountants or the Securities and Exchange Commission (or successors thereto or agencies with similar functions) after the Closing Date; and (ii) any change changes in accounting principles approved by SOURCECORP’s certified public accountants and implemented after the application of GAAP by the BorrowersClosing Date.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP consistently applied. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and either Borrower Representative or Agent shall so request, Required Lenders and Borrower Representative shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower Representative shall provide to Agent and Lenders financial statements and other documents required under this Agreement and the contrary other Loan Documents which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board 159 (Codification of Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect10) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Loan Party at “"fair value,” ", as defined therein. All accounting determinations Notwithstanding anything to the contrary contained in the paragraph above or the definitions of Capital Expenditures or Financing Leases, in the event of a change in GAAP after the Closing Date requiring all leases to be capitalized, only those leases (assuming for purposes of determining compliance with this paragraph that they were in existence on the covenants contained herein Closing Date) that would constitute Financing Leases on the Closing Date shall be considered Financing Leases (and all other such leases shall constitute operating leases) and all calculations and deliverables under this Agreement or the other Loan Documents shall be made in accordance therewith (other than the financial statements delivered pursuant to this Agreement; provided that all such financial statements delivered to Agent and Lenders in accordance with the terms of this Agreement after the date of such change in GAAP shall contain a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered immediately prior to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenderschange), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including determinations made pursuant to the exhibits hereto) shall be made, and all Financial Statements required to be delivered hereunder shall be prepared on a consolidated (unless and except to the extent otherwise expressly provided herein) basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the most recent audited consolidated Financial Statements of ASHS and its Subsidiaries delivered to the Agent Lender on or before prior to the Closing Date; provided that. If at any time any change in GAAP or any changes in accounting principles or practices from those used in the preparation SMRH:0000-0000-0000.14 -1- of the financial statements are hereafter occasioned by the promulgation of rules, notwithstanding anything regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor thereto or agencies with similar functions) or other regulatory body with jurisdiction over GAAP or any financial reporting by the Loan Parties, that results in a material change in the method of accounting in the financial statements required to be furnished to Lender hereunder or in the calculation of financial covenants, standards or terms contained in this Agreement or any other Loan Document, and any Borrower or Lender shall so request, Lender and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the contrary hereinfinal approval of Lender); provided, all accounting that until so amended, (a) such ratio or financial terms used herein will requirement shall continue to be construed, computed in accordance with GAAP prior to such change therein and all financial computations pursuant hereto will be made, without (b) the Loan Parties shall provide to Lender Financial Statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided, further, that (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159) (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary Loan Party at “"fair value,” ", as defined therein. All accounting determinations therein shall be disregarded for the purposes of determining compliance with computing any financial ratios and requirements herein and (ii) the covenants contained herein shall be made in accordance with effect of any changes to GAAP that would require leases which are, or would have been, classified as operating leases under GAAP as in effect it exists on the Closing Date to be classified and applied on a basis consistent accounted for as capital leases under the revised GAAP (including by reason of adoption of FASB Accounting Standards Update 2016-02) shall be disregarded for the purposes of computing any financial ratios and requirements herein. Notwithstanding anything to the contrary in all material respects with this Agreement or any other Loan Document, the audited Loan Parties shall not, without the prior written consent of Lender, cause or permit any change in application of GAAP, or any method of GAAP utilized, by the Loan Parties in their Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP, generally accepted accounting principles as in effect from time to time applied on a basis consistent (except for changes concurred in all material respects by the Borrower’s independent public accountants) with the Financial Statements most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Agent on or before the Closing DateLenders; provided that, notwithstanding anything if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant contained in Article 5 to eliminate the effect of any change after the date hereof in generally accepted accounting principles (which, for purposes of this proviso, shall include the generally accepted application or interpretation thereof) on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend any such covenant for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles is adopted by the Borrower, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the contrary Borrower and the Required Lenders; provided, further, that notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement change to GAAP occurring after the date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board Accounting Standards Codification 825-10 (on August 17, 2010, or any other Statement of proposals issued by the Financial Accounting Standards Board Accounting Standards Codification having in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar effectarrangement) would not have been required to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with so treated under GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowershereof.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial ​ ​ ​ statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to Agent and each of the Agent Lenders on or before prior to the Closing Date, 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; provided thatthat (x) 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 (whether or not such operating lease obligations were in effect on such date), notwithstanding anything the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the contrary approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.​

Accounting Terms and Determinations. (a) Unless otherwise defined or specified herein, all terms of an accounting terms character used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP, applied on a basis consistent (except for changes concurred in all material respects by the Borrower’s independent public accountants or otherwise required by a change in GAAP) with the Financial Statements most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Administrative Agent for distribution to the Lenders, unless with respect to any such change concurred in by the Borrower’s independent public accountants or required by GAAP, in determining compliance with any of the provisions of this Agreement or any of the other Loan Documents: (i) the Borrower shall have objected to determining such compliance on such basis at or before prior to the time of delivery of such financial statements, or (ii) the Required Lenders shall so object in writing within thirty (30) calendar days after the delivery of such financial statements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the most recent financial statements provided by the Borrower prior to such change (which, if objection is made in respect of the first financial statements delivered under Section 5.01 hereof, shall mean the financial statements referred to in Section 4.04). (b) If at any time any change in GAAP after the Closing Date; provided thatDate would affect the computation of any financial ratio, notwithstanding anything term or requirement set forth in any Loan Document then either the Borrower or the Required Lenders may by notice to the contrary Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such financial ratio, term or requirement so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such financial ratio, term or requirement is amended in accordance with this Section, such financial ratio, term or requirement shall continue to be computed in accordance with GAAP prior to such change. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof. (c) Notwithstanding any other provisions contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification 825-10 (Codification), or under any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) accounting standard, to value any Indebtedness or other liabilities Debt of the Borrowers Borrower or any Subsidiary at “fair value,” or any similar valuation standard, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in shall be construed herein and all accounting determinations for purposes of determining compliance with SECTIONS 8.1 through 8.4 hereof and otherwise to be made under this Credit Agreement shall be construed made in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined thereinFinancials. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements financial statements required to be delivered hereunder from and after the Closing Date, Date and all financial records, records shall be maintained in accordance with GAAP. In If GAAP shall change from the event that any Accounting Change (as defined below) occurs and such change results basis used in a change in preparing the method of calculation of financial covenantsFinancials, standards or terms in this Agreement, then upon the written request of certificates required to be delivered pursuant to SECTION 7.1 demonstrating compliance with the covenants contained herein shall include calculations setting forth the adjustments necessary to demonstrate how the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations is in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change compliance with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change covenants based upon GAAP as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date Closing Date. If the Borrower shall change its method of such Accounting Change will inventory accounting, all calculations necessary to determine compliance with the covenants contained herein shall be calculated made as if no such Accounting Change method of inventory accounting had occurred until not been so changed. The Borrower shall deliver to the effective date Agent and each Lender at the same time as the delivery of such amendment. “Accounting Change” means any annual financial statements given in accordance with the provisions of SECTION 7.1, (i) any change a description in accounting principles required by the promulgation reasonable detail of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any material change in the application of GAAP accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding annual financial statements and (ii) a reasonable estimate of the effect on the financial statements on account of such changes in application. The parties hereto acknowledge and agree that fresh-start accounting, properly applied upon the Debtors' emergence from bankruptcy, may result in changes to the financial covenants and other terms of this Agreement and the other Credit Documents and the financial calculations required herein or therein. The parties hereto agree that, if the Agent, in the exercise of its commercially reasonable credit judgment, determines that such changes are material or give rise to results which are materially different than those intended by the Borrowersterms of this Agreement or the other Credit Documents (as of the Closing Date), then the Borrower and the Agent may enter into an amendment or amendments to this Agreement and the other Credit Documents to modify the terms of such agreements to mitigate the effect of those changes. The Agent and the Borrower agree that any negotiation or discussion undertaken between the Agent and the Borrower on account of this SECTION 1.2 shall be undertaken in good faith and that any amendment to this Agreement or the other Credit Documents on account of this SECTION 1.2 shall be in form and substance reasonably satisfactory to the Agent.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all (a) All accounting terms used not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be construed prepared in accordance with GAAPconformity with, GAAP applied on a basis consistent basis, as in all material respects effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements delivered to Statements, except as otherwise specifically prescribed herein. Notwithstanding the Agent on or before the Closing Date; provided thatforegoing, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with any covenant (including the covenants computation of any financial covenant) contained herein herein, Indebtedness of the Company and its Subsidiaries shall be made deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Related Document, and either the Company or the Required Lenders shall so request, the Administrative Agent and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders not to be unreasonably withheld or delayed); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP as in effect on prior to such change therein and (ii) the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered Company shall provide to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Administrative Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of financial statements and other documents required under this Agreement so or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to equitably reflect such Accounting Change with change in GAAP. (c) Any financial ratios required to be maintained by the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of Company pursuant to this Agreement in effect on the date of such Accounting Change will shall be calculated as if no such Accounting Change had occurred until by dividing the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required appropriate component by the promulgation other component, carrying the result to one place more than the number of any rule, regulation, pronouncement places by which such ratio is expressed herein and rounding the result up or opinion by down to the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or nearest number (ii) any change in the application of GAAP by the Borrowers.with a rounding-up if there is no nearest number)..