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 Agent on or before the Closing Date. 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 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. 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 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), Borrowerthe 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 Borrower’s 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 effected in accordance with this Agreementamendment. “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 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. 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)Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used herein shall be 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; 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) Borrower Representative shall provide to Agent and Lenders financial statements and other documents required under this Agreement and the 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 nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (Codification of Accounting Standards 825-10) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein. 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 hereof that such leases were in existence on January 1, 2015) that would have constituted Capitalized Leases or financing leases in conformity with 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 be construed in accordance with GAAP, applied on contain a basis consistent in all material respects with schedule showing the Financial Statements delivered adjustments necessary to Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 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. 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 Agentleases).

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 Agent and the Lenders hereunder shall be prepared, in accordance with GAAP on a “consistent basis” with those used in the preparation of the financial statements referred to in Section 9.2. All calculations made for the purposes of determining compliance with the provisions of this Agreement shall be construed made by application of GAAP on a “consistent basis” with those used in accordance with GAAP, the preparation of the financial statements referred to in 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 to those accounting principles applied in a preceding period. Changes in the application of accounting principles which do not have a material impact on calculating the financial covenant herein shall be deemed comparable in 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 Financial Statements delivered 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 computation of any financial ratio or requirement set forth in this Agreement, and either the Borrower or the Required Lenders shall so request, the Agent, the Lenders and the Borrower shall negotiate in good faith to Agent on amend such ratio or before requirement to preserve the Closing Dateoriginal intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein. All accounting determinations Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the covenants computation of any financial covenant) contained herein herein, Indebtedness of the Loan Parties and their Subsidiaries 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 Agent on or before the Closing Date. The Financial Statements required deemed to be delivered hereunder from and after carried at 100% of the Closing Dateoutstanding principal amount thereof, and all the effects of FASB ASC 825 on financial records, liabilities 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 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. 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)disregarded.

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. All relevant change in generally accepted 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 Agent on principles became effective, until either such notice is withdrawn 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 covenant is amended in a change in manner satisfactory to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request of and the Required Lenders), Borrowerrespectively; provided, 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 further, that the criteria for evaluating 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 amendment 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 without limitation of the American Institute foregoing, all terms of Certified Public Accountants an accounting or (ii) financial nature shall be construed without giving effect to any change changes to current GAAP accounting for leases of the type described in the application 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 GAAP by Borrowerthe FASB project on lease accounting described in such exposure draft. Anything in this Agreement to Without limitation of the contrary notwithstandingforegoing, any obligations of a Person under a lease (whether existing now reference in any definitions to cash charges shall mean charges that are or entered into in the future) that is not (or would not be) required are expected to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP as incurred or paid 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 madecash, 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)reference to non-cash charges shall mean charges that are not expected to be paid in cash at any time.

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 Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect on the Closing Date and from time to time, applied on a basis consistent in all material respects with the most recent audited Financial Statements consolidated financial statements delivered to Banks except (a) that, notwithstanding GAAP and FASB ASC 842, Borrower’s and Parent’s accounting treatment of capital leases and operating leases for covenant compliance purposes hereunder shall be consistent with Borrower’s accounting treatment thereof as was in effect on December 15, 2018 and (b) for changes in which Borrower’s and/or Parent’s independent certified public accountants concur and which are disclosed to Administrative Agent on or before the Closing Date. The Financial Statements next date on which financial statements are required to be delivered hereunder from to Banks pursuant to Section 8.1(a) and after Section 8.1(b); provided that, unless Borrower and Majority Banks shall otherwise agree in writing, no such change shall modify or affect the Closing Date, and manner in which compliance with the covenants contained in Article IX or Article X are computed such that all financial records, such computations shall be maintained in accordance conducted utilizing financial information presented consistently with GAAPprior periods. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of Any financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 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) ratios required to be classified maintained by Borrower 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 accounted rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). Notwithstanding anything herein to the contrary, 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 any of the Net Leverage Ratio as ratios tested under Section 10.1, and the components of any dateeach of such ratios, EBITDA all Unrestricted Subsidiaries, and their Subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be calculated on a pro forma basis (as certified excluded, except for any cash dividends or distributions actually paid by the any Unrestricted Subsidiary or any of its Subsidiaries to Borrower or any Restricted Subsidiary, which shall be deemed 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 be income to Borrower or such period (but without any adjustment for projected cost savings or other synergies unless otherwise approved Restricted Subsidiary when actually received by the Agent)it.

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 GAAP occurs which increases or diminishes the 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 Financial Statements delivered Company, the Administrative Agent and the Lenders agree to Agent on consider such request in good faith; provided that until any such amendment is effective, the relevant change in GAAP or before the Closing Date. All accounting determinations methods shall not be given effect for purposes of determining compliance with calculating the financial covenants contained herein 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 on from time to time after such change occurs. Notwithstanding anything to the Closing Date and applied on a basis consistent in contrary herein, all material respects with the audited Financial Statements delivered to Agent on accounting or before the Closing Date. The Financial Statements required to financial terms used herein shall be delivered hereunder from and after the Closing Dateconstrued, and all financial records, computations pursuant hereto shall be maintained in accordance with GAAPmade, without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of any Borrower or any Subsidiary at “fair value”, as defined therein. In the event that any Accounting Change (as defined below) occurs and such change results in of a change in GAAP with respect to accounting for leases, the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 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. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA covenants shall be calculated on a pro forma basis (consistent with GAAP as certified by in effect prior to such change. To enable the Borrower to ready determination of compliance with the Agent) assuming that all acquisitions madecovenants set forth in Section 9 hereof, the Company will not change from December 31 in each year the date on which its fiscal year ends, nor from March 31, June 30 and all dispositions completed, during September 30 the four consecutive dates on which the first three 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)in each fiscal year end.

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 Agent on or before the Closing Date. 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 BorrowerXxxxxxxx. 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. 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 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 Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made 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 the Administrative Agent or the Lenders hereunder shall be 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 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 and either the written request of Borrower or Agent (acting upon the request of Majority Lenders shall so request, the Required Lenders)Administrative Agent, Borrower, Agent the 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 this Agreement such change (subject to the approval of the Majority Lenders); provided that, until so as to equitably reflect amended, (i) regardless of whether such Accounting Change with the desired result that the criteria for evaluating Borrower’s financial condition will be the same request is made before or after such Accounting Change as if Subject Change, such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will ratio or requirement shall continue to be calculated as if no such Accounting Change had occurred until the effective date of such amendment effected 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. “Accounting Change” means , (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 of GAAP by Borrower. Anything in foregoing clause (i) shall be given the treatment provided for under GAAP, as so amended, for all purposes under this Agreement to including the contrary notwithstandingtreatment of assets in calculating, 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 31among other things, 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)EBITDAX.

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 Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be interpreted, all accounting determinations hereunder shall be made and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP as in effect on the Closing Date and 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 most recent audited Financial Statements consolidated financial statements of IR Parent and its Consolidated Subsidiaries delivered to 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurredBanks; provided that provisions (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 this Agreement 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 on immediately before the relevant 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 that Consolidated Net Worth shall be determined excluding the effect of goodwill impairment charges, net of taxes, to the extent that such effect would not otherwise have been included in such determination but for the application of FASB Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date Standards Codification 350 (formerly Statement of such amendment 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 142). Notwithstanding any other provision contained herein, all terms of the American Institute of Certified Public Accountants an accounting or (ii) any change in the application of GAAP by Borrower. 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. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during without giving effect to any election under 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 Indebtedness of IR Parent, the four consecutive fiscal quarters then most recently ended had been made on the first day of such period (but without Borrower or any adjustment for projected cost savings or other synergies unless otherwise approved by the Agent)Subsidiary at “fair value”, as defined therein.

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 Lenders; provided that, if the Borrower notifies the Administrative Agent on or before that the Closing Date. All 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 determinations principles (which, for purposes of determining 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 covenants 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 Borrower and the Required Lenders; provided, further, that notwithstanding any other provision contained herein, all terms of an accounting or financial nature used 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 Agent on or before the Closing Date. The Financial Statements required to 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, Agent and the Lenders will enter into good faith negotiations in order without giving effect to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating 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 amendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by for leases pursuant to GAAP resulting from the promulgation adoption of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or Accounting Standards Update No. 2016-02, Leases (iiTopic 842) any change in the application of GAAP by Borrower. Anything in this Agreement (“FAS 842”), to the contrary notwithstanding, extent such adoption would require (x) treating any obligations of a Person under a lease (whether existing now or entered into in similar arrangement conveying the futureright to use) that is not (or would not be) required to be classified and accounted for as a capital lease on a balance sheet of where such Person lease (or similar arrangement) would not have been required to be so treated 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 or (as certified by the Borrower to the Agenty) assuming that all acquisitions made, and all dispositions completed, during the four consecutive fiscal quarters then most recently ended had been made recognizing liabilities on the first day of such period (but without any adjustment for projected cost savings or other synergies unless otherwise approved by the Agent)balance 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 shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be interpreted, all accounting determinations hereunder shall be made and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP as in effect on the Closing Date and 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 most recent audited Financial Statements consolidated financial statements of IR Parent and its Consolidated Subsidiaries delivered to 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurredBanks; provided that provisions (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 this Agreement 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 on immediately before the relevant 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 that Consolidated Net Worth shall be determined excluding the effect of goodwill impairment charges, net of taxes, to the extent that such effect would not otherwise have been included in such determination but for the application of FASB Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date Standards Codification 350 (formerly Statement of such amendment 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 142). Notwithstanding any other provision contained herein, all terms of the American Institute of Certified Public Accountants an accounting or (ii) any change in the application of GAAP by Borrower. 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. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during 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 IR Parent, the four consecutive fiscal quarters then most recently ended had been made on the first day of such period (but without Borrowers or any adjustment for projected cost savings or other synergies unless otherwise approved by the Agent)Subsidiary at “fair value”, as defined therein.

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 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 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 Borrower shall provide to the Agent and the Lenders financial statements and the certificates required to be delivered pursuant to Agent 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 or before the Closing Date. All accounting determinations for purposes If the OpCo Obligors shall change their method of determining inventory accounting, all calculations necessary to determine compliance with the covenants contained herein shall be made as if such method of inventory accounting had not been so changed. Notwithstanding the foregoing, all financial covenants contained herein shall be calculated without giving effect to any election under Statement of Financial Accounting Standards 159 permitting a 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 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment effected in accordance with this Agreement. “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 Borrower. Anything in this Agreement to the contrary notwithstanding, any obligations of a Person under a lease (whether existing now or entered into accounting principles employed 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 preparation of such Person under GAAP as financial statements from those applied in the most recently preceding annual financial statements and (ii) a reasonable estimate of the effect on December 31, 2018 shall not be treated as Capital Lease solely as a result the financial statements on account of such 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)application.

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 Lenders on or before prior to the Closing Date; provided that the preceding sentence the adoption by the Credit Parties of ASU No. All accounting determinations for purposes 2014-09, Revenue from Contracts with Customers (Topic 606) and the preparation of determining compliance with the covenants contained herein financial statements consistent therewith 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 Agent on or before the Closing Date. The Financial Statements required deemed to be delivered hereunder 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 and after Contracts with Customers (Topic 606)) would affect the Closing Datecomputation of any financial ratio or financial requirement set forth in any Financing Document, and all financial recordseither Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall be maintained negotiate in accordance with GAAP. In good faith to amend such ratio or requirement to preserve the event that any Accounting Change (as defined below) occurs and original intent thereof in light of such change results in a change in GAAP (subject to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request approval of the Required Lenders); provided, Borrowerhowever, 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 will enter into good faith negotiations in order to amend such provisions of financial statements and other documents required under this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating 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 which include a reconciliation between calculations of such Accounting Change will be calculated as if no ratio or requirement made before and after giving effect to such Accounting Change had occurred until the effective date of such amendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting principles required by the promulgation or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any rule, regulation, pronouncement or opinion by the election under Statement of Financial Accounting Standards Board 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the American Institute any Credit Party or any Subsidiary of Certified Public Accountants any Credit Party at “fair value”, as defined therein. Notwithstanding any other provision contained herein, all terms of an accounting or (ii) any change in the application financial nature used herein shall be construed, and all computations of GAAP by Borrower. Anything in this Agreement amounts and ratios referred to herein shall be made, without giving effect to the contrary notwithstandingadoption by the Credit Parties of ASU No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any obligations of a Person under a lease (whether existing now or entered into in similar arrangement conveying the futureright to use) that is not (or would not be) required to be classified and accounted for as a capital lease on a balance sheet of where such Person lease (or similar arrangement) would not have been required to be so treated 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)2015.

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 Banks (“GAAP”); provided that, (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 Closing Date. All relevant change in generally accepted accounting determinations for purposes of determining compliance with principles became effective, until either such notice is withdrawn or such covenant, definition or Appendix I is amended in a manner satisfactory to the covenants contained herein Borrower and the Required Banks, and (c) matters relating to Capital Leases, related Debt and other 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 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 Borrower or Agent (acting upon the request of the Required Lenders“Applicable Banking Requirements”), Borrower, 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 Borrower’s 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 effected in accordance with this Agreement. “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 the application of GAAP by Borrower. Anything Applicable Banking Requirements became effective, until either such notice is withdrawn or Section 5.13B or such definition is amended in this Agreement a manner satisfactory to the contrary notwithstanding, any obligations of a Person under a lease (whether existing now or entered into in Borrower and 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)Required Banks.

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 Agent on or before the Closing Date. 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 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 Borrower or Agent Borrowers (acting upon the request of Borrowers) or the Required Lenders (or Agent acting at the direction of the Required Lenders), BorrowerBorrowers, 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 Borrower’s 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 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 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. 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)Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all terms of an accounting terms character 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 Agent on or before the Closing Date. 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 interpreted, all accounting determinations hereunder shall be made, and applied on a basis consistent in all material respects with the audited Financial Statements delivered to Agent on or before the Closing Date. The Financial Statements financial 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 or Agent (acting upon the request of the Required Lenders), Borrower, 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 Borrower’s any of the Parent 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 effected in accordance with this Agreement. “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 the application of GAAP by Borrower. Anything in this Agreement to the contrary notwithstandingits Subsidiaries at “fair value”, 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 as defined therein, 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 Debt shall be calculated on a pro forma basis (as certified by measured at 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)outstanding principal amount thereof.

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 Agent on or before the Closing Date. 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 interpreted, all accounting determinations hereunder shall be made, and applied on a basis consistent in all material respects with the audited Financial Statements delivered to Agent on or before the Closing Date. The Financial Statements financial 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 effected in accordance with this Agreement. “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 in the application regulator of GAAP by Borrowerfinancial institutions or financial institution holding companies. Anything in this Agreement to the contrary notwithstandingFor purposes of determining compliance with any covenant contained herein, any obligations of a Person under whether a lease (constitutes a capitalized lease, and whether existing now or entered into in the future) that is not (or would not be) obligations arising under such lease are required to be classified and accounted for as a capital lease capitalized on a the balance sheet of the lessee thereunder and/or recognized as interest expense in such Person under lessee’s financial statements, shall be determined in accordance with GAAP as in effect on December 31February 3, 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 notwithstanding 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 modification or other synergies unless otherwise approved by the Agent)interpretive change occurring thereafter.

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 Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied GAAP on a basis “consistent basis” with those used in all material respects with the Financial Statements delivered preparation of the financial statements referred to Agent on or before the Closing Datein Section 9.2. 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 Agent application of accounting principles which do not have a material impact on or before calculating the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, covenant 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 and either the written request of Borrower or Agent 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 (acting upon subject to the request approval of the Required Lenders), Borrower, 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 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 that, until so amended, such Accounting Change will ratio or requirement shall continue to be calculated as if no such Accounting Change had occurred until the effective date of such amendment effected computed in accordance with this Agreement. “Accounting Change” means (i) any GAAP prior to such 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 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. 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)therein.

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 Agent the Lender Parties on or before the Closing Date. 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 Agent the 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 of unaudited financial covenantsstatements, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, Agent to year-end audit adjustments and the Lenders will enter into good faith negotiations absence of footnotes. If GAAP shall change from the basis used in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with preparing the desired result that the criteria for evaluating 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 amendment 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 audited 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 Statements delivered to the contrary notwithstandingLender Parties on or before the Closing Date, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) Compliance Certificates required to be classified and accounted for as a capital lease on a balance sheet delivered pursuant to Section 4.1(e) of such Person under the Schedule shall include calculations setting forth the adjustments necessary to demonstrate how the Borrower is in compliance with the Financial Covenants based upon GAAP as in effect on December 31the Closing Date. Notwithstanding any other provision contained herein, 2018 all terms of an accounting or financial nature used herein shall not be treated as Capital Lease solely 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 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 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. All financial statements delivered to the Lenders hereunder shall be accompanied by a statement from the Borrower that GAAP has not changed since the most recent financial statements delivered by the 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 construed in accordance with GAAP, 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 Agent on or before Section 6.01 (or, prior to the Closing Date. All accounting determinations for purposes delivery of determining compliance the first financial statements pursuant to Section 6.01, consistent with the covenants contained herein financial statements described in Section 5.05(a) (but without giving effect to any deviations from GAAP disclosed therein)); provided, however, that (i) if (A) the Borrower shall object to determining such compliance on such basis at the time of 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 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 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 Borrower to the Lenders as to which no such objection shall have been made, and the Borrower 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 and (ii) 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 of Borrower or Agent (acting upon the request any of the Required Lenders)financial calculations required by Section 7.17 or otherwise specified in Article VII (including in each case all related definitions specified in Section 1.01) that would not have resulted had such accounting change not occurred, Borrower, 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 Borrower’s 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 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 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. 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 been 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 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 Statements. 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 Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in without giving effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation of election under Accounting Standards Codification Section 000-00-00 (or any rule, regulation, pronouncement other Accounting Standards Codification or opinion by the Financial Accounting Standards Board Standard having a similar result or effect) to value any Indebtedness or other liabilities of the American Institute Borrower or any of Certified Public Accountants its Subsidiaries at “fair value”, as defined therein, or (ii) any change treatment of Indebtedness in the application respect of GAAP by Borrower. Anything in this Agreement to the contrary notwithstanding, any obligations of a Person convertible debt instruments under a lease (whether existing now or entered into in the future) that is not Financial Accounting Standards Codification Subtopic 470-20 (or would not beany other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) required to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP as in effect on December 31valued at the full stated principal amount thereof. In addition, 2018 operating leases shall not be treated as Capital Lease solely as a result 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 GAAPsuch 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 each caseGAAP or in the application thereof, after December 31, 2018. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA then such provision 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 interpreted on the first day basis of GAAP without giving effect to such period (but without any adjustment for projected cost savings change until such notice shall have been withdrawn or other synergies unless otherwise approved by the Agent)such provision amended in accordance herewith.

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 Administrative Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, on a "consistent basis" with those used in the preparation of the financial statements referred to in Section 9.2. All calculations made for the purposes of determining ----------- compliance with the provisions of this Agreement shall be made by application of GAAP, on a "consistent basis" with those used in the preparation of the financial statements referred to in 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 Financial Statements delivered to Agent application of accounting principles which do not have a material impact on or before calculating the Closing Date. All accounting determinations for purposes of determining compliance with the financial covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent deemed comparable in all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by Borrower with its obligations under this Agreement, Borrower will not, nor will it permit any other Loan Party to, change the audited Financial Statements delivered to Agent on manner in which either the last day of its Fiscal Year or before the Closing Date. The Financial Statements required to be delivered hereunder from and after last days of the Closing Date, and all financial records, shall be maintained in accordance with GAAPfirst three Fiscal Quarters of its Fiscal Years is calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by Borrower's or any other Loan Party's certified public accountants or requested by Borrower (or that Borrower otherwise requests and Administrative Agent and the Required Lenders agree to accept, such agreement not unreasonably to be denied) and implemented by Borrower or any Accounting Change (as defined below) occurs other Loan Party occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of Borrower or Agent (acting upon the request of Borrower, Administrative Agent, and the Required Lenders), Borrower, 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 Borrower’s financial condition will such covenants 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 Borrower, Administrative Agent, and the Required 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 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 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 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. 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, as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the 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 on a basis consistent 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 material respects with the Financial Statements delivered to Agent on terms of an accounting or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained 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 any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standards having similar result or effect) to value any Indebtedness or other liabilities of the Parent or any Subsidiary at “fair value”, as defined therein and (ii) the accounting for any lease (and whether the obligations thereunder shall constitute “Capitalized Lease Obligations”) shall be 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 to 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation implementation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (iipreviously promulgated changes in GAAP) any change in the application of GAAP by Borrower. Anything in this Agreement relating to the contrary notwithstanding, any obligations treatment of a Person under a lease (whether existing now as an operating lease 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)capitalized 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 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 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 before clause (b) below, if the Closing Date. All 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 determinations principles (which, for purposes of determining 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 covenants 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 Company and the Required Lenders. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used 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 Agent on or before the Closing Date. The Financial Statements required to 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 made, without giving effect to the event that impact on Stockholder’s Equity from the re-measurement of post-retirement benefit plans pursuant to the Accounting Standards Codification 715, Compensation-Retirement Benefits (or 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 other Financial Accounting Standards Board of the American Institute of Certified Public Accountants Standard having a similar result or (ii) any change in the application of GAAP by Borrower. 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. 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 Agenteffect).

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; provided that, applied on a basis consistent until so amended, (a) such ratio or requirement shall continue to be computed in all material respects accordance with the Financial Statements delivered 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 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 nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (Codification of Accounting Standards 825-10) to value any Indebtedness or other liabilities of any Loan Party at "fair value", as defined therein. 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 this paragraph that they were in existence on or before the Closing Date. All accounting determinations for purposes of determining compliance with ) that would constitute Capitalized Leases on the covenants contained herein 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 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. 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 Agentchange).

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 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 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 Borrower shall provide to the Agent and the Lenders financial statements and the certificates required to be delivered pursuant to Agent 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 or before the Closing Date. All accounting determinations for purposes If the Credit Parties shall change their method of determining inventory accounting, all calculations necessary to determine compliance with the covenants contained herein shall be made as if such method of inventory accounting had not been so changed. Notwithstanding the foregoing, all financial covenants contained herein shall be calculated without giving effect to any election under Statement of Financial Accounting Standards 159 permitting a 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 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment effected in accordance with this Agreement. “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 Borrower. Anything in this Agreement to the contrary notwithstanding, any obligations of a Person under a lease (whether existing now or entered into accounting principles employed 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 preparation of such Person under GAAP as financial statements from those applied in the most recently preceding annual financial statements and (ii) a reasonable estimate of the effect on December 31, 2018 shall not be treated as Capital Lease solely as a result the financial statements on account of such 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)application.

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 Lenders on or before prior to the Closing Date. All accounting determinations for purposes If at any time any change in GAAP or IFRS, as applicable, would affect the computation of determining compliance with the covenants contained herein shall be made any financial ratio or financial requirement set forth 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 Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Dateany Financing Document, and all financial recordseither Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall be maintained negotiate in accordance with GAAP. In good faith to amend such ratio or requirement to preserve the event that any Accounting Change (as defined below) occurs and original intent thereof in light of such change results in a change in GAAP or IFRS, as applicable (subject to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request approval of the Required Lenders); provided, Borrowerhowever, 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 will enter into good faith negotiations in order to amend such provisions of financial statements and other documents required under this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating 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 which include a reconciliation between calculations of such Accounting Change will be calculated as if no ratio or requirement made before and after giving effect to such Accounting Change had occurred until the effective date of such amendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any ruleGAAP or IFRS, 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 Borroweras applicable. Anything in this Agreement to the contrary notwithstanding, any 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 obligation under GAAP IFRS as in effect on December 31prior to giving effect to IFRS 16, 2018 Leases, shall not be treated as Capital Lease a capital lease obligation solely as a result of the adoption of changes in the application GAAP. Notwithstanding any other provision contained herein, all terms of GAAP, in each case, after December 31, 2018. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA an accounting or financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during the four consecutive fiscal quarters then most recently ended had been made on the first day without giving effect to any election under Statement of such period Financial Accounting Standards 159 (but without or any adjustment for projected cost savings other Financial Accounting Standard or IFRS standard having a similar result or effect) to value any Debt or other synergies unless otherwise approved by the Agent)liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein.

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. All financial statements delivered to the Lenders hereunder shall be accompanied by a statement from the Borrower that GAAP has not changed since the most recent financial statements delivered by the 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 construed in accordance with GAAP, 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 Agent on or before Section 6.01 (or, prior to the Closing Date. All accounting determinations for purposes delivery of determining compliance the first financial statements pursuant to Section 6.01, consistent with the covenants contained herein financial statements described in Section 5.05(a) (but without giving effect to any deviations from GAAP disclosed therein)); provided, however, that (i) if (A) the Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto (an “Accounting Change”) or (B) either the Administrative Agent or the Required Lenders shall so object to such Accounting Change in writing within 60 days after delivery of such financial statements (or after the Lenders have been informed of such Accounting Change), then, in each case, such calculations shall be made in accordance with GAAP as in effect on the Closing Date if such Accounting Change had not been effected and applied on a basis consistent with how GAAP or the rules promulgated pursuant thereto that are the subject of such Accounting Change were calculated in all material respects with the audited Financial Statements most recent financial statements delivered by the Borrower to Agent on or before the Closing Date. The Financial Statements required Lenders as to be delivered hereunder from and after the Closing Datewhich no such objection shall have been made, and all financial records, the Borrower shall be maintained in accordance with GAAP. In provide to 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, Administrative Agent and the Lenders will financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations made before and after giving effect to such change in GAAP, (ii) if a change in GAAP or the rules promulgated with respect thereto occurs or GAAP shall mean IFRS in accordance with the definition of GAAP, the 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 Borrower’s 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 been made and (iii) notwithstanding any other provision contained herein, all terms of this Agreement in 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 on the date to any election under Statement of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment 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 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), or under any similar accounting standard, to value any Indebtedness of the American Institute Borrower or any Subsidiary at “fair value” or any similar valuation standard, as defined therein. Notwithstanding anything to the contrary herein, for purposes of Certified Public Accountants determining compliance with any test or (ii) any change in the application of GAAP by Borrower. Anything covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the contrary notwithstandingMaintenance Leverage Ratio, 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 Total Leverage Ratio as of any date, EBITDA and the Interest Coverage Ratio shall be calculated with respect to such period and such Specified Transaction 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)Pro-Forma Basis.

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 Administrative Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, on a "consistent basis" with those used in the preparation of the financial statements referred to in Section 9.2. All calculations made for the purposes of determining ----------- compliance with the provisions of this Agreement shall be made by application of GAAP, on a "consistent basis" with those used in the preparation of the financial statements referred to in 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 Financial Statements delivered to Agent application of accounting principles which do not have a material impact on or before calculating the Closing Date. All accounting determinations for purposes of determining compliance with the financial covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent deemed comparable in 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 audited Financial Statements delivered to Agent on Borrower will not change the manner in which either the last day of its Fiscal Year or before the Closing Date. The Financial Statements required to be delivered hereunder from and after last days of the Closing Date, and all financial records, shall be maintained in accordance with GAAPfirst three Fiscal Quarters of its Fiscal Years is calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by the Borrower's certified public accountants or requested by the Borrower (or that any Accounting Change (as defined belowthe Borrower otherwise requests and the Administrative Agent and Required Lenders agree to accept, such agreement not unreasonably to be denied) occurs and implemented by 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 covenants under this Agreement, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, the Administrative Agent and the Required 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 Borrower’s financial condition will such covenants 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 and the Required 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 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 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 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. 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 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 before the Closing Date. 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 prior to Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after 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 all with respect to non-cash stock-based compensation. If at any time any change in GAAP would affect the computation of any financial recordsratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall be maintained so request, Agent, the Lenders and Borrowers shall negotiate in accordance with GAAP. In good faith to amend such ratio or requirement to preserve the event that any Accounting Change (as defined below) occurs and original intent thereof in light of such change results in a change in GAAP (subject to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request approval of the Required Lenders); provided, Borrowerhowever, 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 will enter into good faith negotiations in order to amend such provisions of financial statements and other documents required under this Agreement so as which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to equitably reflect such Accounting Change with the desired result that the criteria for evaluating Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurredchange in GAAP; provided further, however, 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 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 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 obligation under GAAP as in effect on December 31, 2018 as of the date of this Agreement shall not be treated as Capital Lease a capital lease obligation solely as a result of the adoption of changes in the application GAAP). Notwithstanding any other provision contained herein, all terms of GAAP, in each case, after December 31, 2018. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA an accounting or financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during the four consecutive fiscal quarters then most recently ended had been made on the first day without giving effect to any election under Statement of such period Financial Accounting Standards 159 (but without or any adjustment for projected cost savings other Financial Accounting Standard having a similar result or effect) to value any Debt or other synergies unless otherwise approved by the Agent)liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein.

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 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 before clause (b) below, if the Closing Date. All 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 determinations principles (which, for purposes of determining 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 covenants 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 Company and the Required Lenders. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used 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 Agent on or before the Closing Date. The Financial Statements required to 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 made, without giving effect to the event that impact on Stockholder’s Equity from the re-measurement of post-retirement benefit plans pursuant to the Accounting Standards Codification 715, Compensation-Retirement Benefits (or 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 other Financial Accounting Standards Board of the American Institute of Certified Public Accountants Standard having a similar result or (ii) any change in the application of GAAP by Borrower. 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. 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 Agenteffect).

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, as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the 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 on a basis consistent 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 material respects with the Financial Statements delivered to Agent on terms of an accounting or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained 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 any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standards having similar result or effect) to value any Indebtedness or other liabilities of the Parent or any Subsidiary at “fair value”, as defined therein and (ii) the accounting for any lease (and whether the obligations thereunder shall constitute “Capitalized Lease Obligations”) shall be 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 Agent on or before covenants set forth in Section 9 hereof, the Closing Date. The Financial Statements required to be delivered hereunder Company will not change from and after the Closing Date, and all financial records, shall be maintained December 31 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 each year the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any ruleon which its fiscal year ends, 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 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 nor from March 31, 2018 shall not be treated as Capital Lease solely as a result of changes in June 30 and September 30 the application of GAAP, dates on which the first three fiscal quarters 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)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 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 Lenders; provided that, 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 Closing 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 Company and the Required Lenders. Notwithstanding any other provision contained herein, any lease that would have been categorized as an operating lease as determined in accordance with U.S. generally accepted accounting principles prior to giving effect to the Accounting Standards Codification Topic 842, Leases, or any other changes in U.S. generally accepted accounting principles subsequent to the Effective Date. All accounting determinations , shall be treated as 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment effected in accordance with this Agreement. References to “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 Borrower. Anything in this Agreement to the contrary notwithstanding, any obligations of a Person under a lease (whether existing now or entered into city specified in the future) that is not (or would not be) required Election to be classified and accounted Participate 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)Subsidiary Borrower.

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 Agent on or before SECTION 6.01 (or, prior to the Closing Date. All accounting determinations for purposes delivery of determining compliance the first financial statements pursuant to SECTION 6.01, consistent with the covenants contained herein financial statements described in SECTION 5.05(a) (but without giving effect to any 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 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 after the Lenders have been informed of the 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 of Borrower or Agent (acting upon the request any of the Required Lenders)financial calculations required by SECTION 7.16 or otherwise specified in ARTICLE VII (including in each case all related - 41 - definitions specified in SECTION 1.01) that would not have resulted had such accounting change not occurred, Borrower, 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 Borrower’s 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 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 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. 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 been 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 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 Agent on or before the Closing Date. 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 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 Borrower or Agent Borrowers (acting upon the request of Borrowers) or the Required Lenders (or Agent acting at the direction of the Required Lenders), BorrowerBorrowers, 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 Borrower’s 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 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 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. 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)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 before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on prior to the Closing Date and applied on a basis consistent except, in all material respects with the audited Financial Statements delivered to Agent on or before case of unaudited financial statements, for the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Datelack of footnotes, and all for being subject to year-end audit adjustments. If at any time any change in GAAP would affect the computation of any financial recordsratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall be maintained so request, Agent, the Lenders and Borrowers shall negotiate in accordance with GAAP. In good faith to amend such ratio or requirement to preserve the event that any Accounting Change (as defined below) occurs and original intent thereof in light of such change results in a change in GAAP (subject to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request approval of the Required Lenders); provided, Borrowerhowever, 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 will enter into good faith negotiations in order to amend such provisions of financial statements and other documents required under this Agreement so as which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to equitably reflect such Accounting Change with the desired result that the criteria for evaluating Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurredchange in GAAP; provided further, however, 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 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 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 obligation under GAAP as in effect on December 31as of the date of this Agreement (including, 2018 for the avoidance of doubt, for purposes of the definition of “Permitted Debt”) shall not be treated as Capital Lease a capital lease obligation solely as a result of the adoption of changes in the application GAAP). Notwithstanding any other provision contained herein, all terms of GAAP, in each case, after December 31, 2018. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA an accounting or financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during the four consecutive fiscal quarters then most recently ended had been made on the first day without giving effect to any election under Statement of such period Financial Accounting Standards 159 (but without or any adjustment for projected cost savings other Financial Accounting Standard having a similar result or effect) to value any Debt or other synergies unless otherwise approved by the Agent).liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein. MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Term Loan) [***] = Certain Confidential Information Omitted

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 before prior to the Closing Date. All accounting determinations for purposes If at any time any change in GAAP would affect the computation of determining compliance with the covenants contained herein shall be made any financial ratio or financial requirement set forth 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 Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Dateany Financing Document, and all financial recordseither Borrowers or the Required Lenders shall so request, the Agent, the Lenders and Borrowers shall be maintained negotiate in accordance with GAAP. In good faith to amend such ratio or requirement to preserve the event that any Accounting Change (as defined below) occurs and original intent thereof in light of such change results in a change in GAAP (subject to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request approval of the Required Lenders); provided, Borrowerhowever, 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 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 as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating 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 which include a reconciliation between calculations of such Accounting Change will be calculated as if no ratio or requirement made before and after giving effect to such Accounting Change had occurred until the effective date of such amendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting principles required by the promulgation or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any rule, regulation, pronouncement or opinion by the election under Statement of 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 contrary notwithstanding, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not 159 (or would not beany other Financial Accounting Standard having a similar result or effect) 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 value any Debt or other liabilities of any dateCredit Party or any Subsidiary of any Credit Party at “fair value”, 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)defined therein.

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 on and each of the Lenders. If at any time any change in GAAP would affect the computation of any financial ratio or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made financial requirement set forth 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 Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Dateany Financing Document, and all financial recordseither Borrower or the Required Lenders shall so request, Administrative Agent, the Lenders and Borrower shall be maintained negotiate in accordance with GAAP. In good faith to amend such ratio or requirement to preserve the event that any Accounting Change (as defined below) occurs and original intent thereof in light of such change results in a change in GAAP (subject to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request approval of the Required Lenders); provided that, Borroweruntil 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 Lenders will enter into good faith negotiations in order to amend such provisions of financial statements and other documents required under this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating 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 which include a reconciliation between calculations of such Accounting Change will be calculated as if no ratio or requirement made before and after giving effect to such Accounting Change had occurred until the effective date of such amendment effected in accordance with this Agreement. “Accounting Change” means (i) any 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 principles required by the promulgation or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any rule, regulation, pronouncement or opinion by the election under Statement of 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 contrary notwithstanding, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not 159 (or would not beany other Financial Accounting Standard having a similar result or effect) 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 value any indebtedness or other liabilities of any dateCredit Party or any Subsidiary of any Credit Party at “fair value”, 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).defined therein

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 Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be interpreted, all accounting determinations hereunder (including determinations made in accordance with GAAP as in effect on pursuant to the Closing Date exhibits hereto) shall be made, and applied on a basis consistent in all material respects with the audited Financial Statements delivered to Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from shall be prepared on a consolidated (unless and after except to the extent otherwise expressly provided herein) basis in accordance with GAAP applied on a basis consistent with the most recent audited consolidated Financial Statements of ASHS and its Subsidiaries delivered to Lender on or prior to the Closing Date. 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, regulations, pronouncements and all 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 recordsreporting by the Loan Parties, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change 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 AgreementAgreement or any other Loan Document, then upon the written request of and any Borrower or Agent (acting upon the request of the Required Lenders)Lender shall so request, Borrower, Agent Lender and the Lenders will enter into Borrowers shall negotiate in good faith negotiations in order to amend such provisions of this Agreement so as ratio or requirement to equitably reflect such Accounting Change with preserve the desired result that the criteria for evaluating 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 original intent thereof in effect on the date light of such Accounting Change will change in GAAP (subject to the final approval of Lender); provided, that until so amended, (a) such ratio or requirement shall continue to be calculated as if no such Accounting Change had occurred until the effective date of such amendment effected computed in accordance with GAAP prior to such change therein and (b) the Loan Parties shall provide to Lender Financial Statements and other documents required under this Agreement. “Accounting Change” means 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 change in accounting principles required by the promulgation election under Accounting Standards Codification 800-00-00 (previously referred to as Statement of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party at "fair value", as defined therein shall be disregarded for the American Institute purposes of Certified Public Accountants or computing any financial ratios and requirements herein and (ii) the effect of any change in the application of changes to GAAP by Borrower. Anything in this Agreement to the contrary notwithstandingthat would require leases which are, 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 have been, classified as operating leases under GAAP as it exists on the Closing Date to be classified and accounted for as a capital lease on a balance sheet leases under the revised GAAP (including by reason of such Person under GAAP as 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 effect on December 31this Agreement or any other Loan Document, 2018 the Loan Parties shall not be treated as Capital Lease solely as a result not, without the prior written consent of changes Lender, cause or permit any change in the application of GAAP, in each caseor any method of GAAP utilized, 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 Loan Parties in their Financial Statements after 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)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 (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 before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on prior to the Closing Date and applied on a basis consistent except, in all material respects with the audited Financial Statements delivered to Agent on or before case of unaudited financial statements, for the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Datelack of footnotes, and all for being subject to year-end audit adjustments. If at any time any change in GAAP would affect the computation of any financial recordsratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall be maintained so request, Agent, the Lenders and Borrowers shall negotiate in accordance with GAAP. In good faith to amend such ratio or requirement to preserve the event that any Accounting Change (as defined below) occurs and original intent thereof in light of such change results in a change in GAAP (subject to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request approval of the Required Lenders); provided, Borrowerhowever, 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 will enter into good faith negotiations in order to amend such provisions of financial statements and other documents required under this Agreement so as which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to equitably reflect such Accounting Change with the desired result that the criteria for evaluating Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurredchange in GAAP; provided further, however, 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 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 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 obligation under GAAP as in effect on December 31as of the date of this Agreement (including, 2018 for the avoidance of doubt, for purposes of the definition of “Permitted Debt”) shall not be treated as Capital Lease a capital lease obligation solely as a result of the adoption of changes in the application GAAP). Notwithstanding any other provision contained herein, all terms of GAAP, in each case, after December 31, 2018. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA an accounting or financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during the four consecutive fiscal quarters then most recently ended had been made on the first day without giving effect to any election under Statement of such period Financial Accounting Standards 159 (but without or any adjustment for projected cost savings other Financial Accounting Standard having a similar result or effect) to value any Debt or other synergies unless otherwise approved by the Agent)liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein.

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 Agent on or before the Closing Date. 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 BorrowerXxxxxxxx. 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. 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 AgentAgent (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 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; provided that, applied on a basis consistent until so amended, (a) such ratio or requirement shall continue to be computed in all material respects accordance with the Financial Statements delivered 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 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 nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (Codification of Accounting Standards 825-10) to value any Indebtedness or other liabilities of any Loan Party at "fair value", as defined therein. 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 this paragraph that they were in existence on or before the Closing Date. All accounting determinations for purposes of determining compliance with ) that would constitute Financing Leases on the covenants contained herein 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 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. 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 Agentchange).

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 Lenders; provided that, if the Borrower notifies the Administrative Agent on or before that the Closing Date. All 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 determinations principles (which, for purposes of determining 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 covenants 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 Borrower and the Required Lenders; provided, further, that notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be made construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the date hereof as a result of the adoption of any proposals set forth in accordance with the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 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. 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)hereof.

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), Borrowerthe 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 Borrower’s 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 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 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. 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).this

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 Agent on or before the Closing Date. 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 interpreted, all accounting determinations hereunder shall be made, and applied on a basis consistent in all material respects with the audited Financial Statements delivered to Agent on or before the Closing Date. The Financial Statements financial 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 effected in accordance with this Agreement. “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 in the application regulator of GAAP by Borrower. Anything in this Agreement to the contrary notwithstanding, any obligations of a Person under a lease (whether existing now financial institutions 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, 2018financial institution holding companies. For purposes of calculating 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 Net Leverage Ratio balance sheet of the lessee thereunder and/or recognized as of any dateinterest expense in such lessee’s financial statements, 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)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, 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 Agent Lender on or before the Closing Date. 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 prior to Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, except with respect to unaudited financial statements (i) for non-compliance with FAS 123R, and all financial records, shall be maintained in accordance with GAAP. In (ii) for the event that any Accounting Change (as defined below) occurs absence of footnotes 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, Agent and the Lenders will enter into good faith negotiations in order subject to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurredyear-end audit adjustments; 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 effected in accordance with this Agreement. “Accounting Change” means (ix) any change in accounting principles required by the promulgation all obligations of any rule, regulation, pronouncement Person that are or opinion 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 American Institute “ASU”) shall continue to be accounted for as operating leases for purposes of Certified Public Accountants 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 the fact that such obligations are required in accordance with the ASU (iion 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 application 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 by Borrower. Anything in prior to such change therein and (b) Borrower shall provide to Lender financial statements and other documents required under this Agreement to the contrary notwithstanding, any obligations of which include 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 reconciliation between calculations of such Person under GAAP as ratio or requirement made before and after giving effect to such change in effect on December 31GAAP. Notwithstanding any other provision contained herein, 2018 shall not be treated as Capital Lease solely as a result all terms 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 an accounting or financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during the four consecutive fiscal quarters then most recently ended had been made on the first day without giving effect to any election under Statement of such period Financial Accounting Standards 159 (but without or any adjustment for projected cost savings other Financial Accounting Standard having a similar result or effect) to value any Debt or other synergies unless otherwise approved by the Agent)liabilities of Borrower or any Subsidiary at “fair value”, as defined therein.

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 Agent on or before SECTION 6.01 (or, prior to the Closing Date. All accounting determinations for purposes delivery of determining compliance the first financial statements pursuant to SECTION 6.01, consistent with the covenants contained herein financial statements described in SECTION 5.05(A) (but without giving effect to any 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 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 after the Lenders have been informed of the 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 of Borrower or Agent (acting upon the request any of the Required Lenders)financial calculations required by SECTION 7.16 or otherwise specified in ARTICLE VII (including in each case all related definitions specified in SECTION 1.01) that would not have resulted had such accounting change not occurred, Borrower, 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 Borrower’s 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 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 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. 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 been 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 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; provided that, applied on a basis consistent until so amended, (a) such ratio or requirement shall continue to be computed in all material respects accordance with the Financial Statements delivered GAAP prior to such change therein and (b) Borrower shall provide to Agent financial statements and other documents required under this Agreement and the 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 nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (Codification of Accounting Standards 825-10) to value any Indebtedness or other liabilities of any Loan Party at "fair value", as defined therein. 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 this paragraph that they were in existence on or before the Closing Date. All accounting determinations for purposes of determining compliance with ) that would constitute Capitalized Leases on the covenants contained herein 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 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. 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 Agentchange).

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 Administrative Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered preparation of the financial statements referred to Agent on or before the Closing Datein Section 8.2. 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 8.2. 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 Agent application of accounting principles which do not have a material impact on or before calculating 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 all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by the Borrower with GAAPits obligations under this Agreement, the Borrower will not change the manner in which either the last day of its Fiscal Year or the last days of the first three Fiscal Quarters of its Fiscal Years is calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by the Borrower's certified public accountants or requested by the Borrower (or that any Accounting Change (as defined belowthe Borrower otherwise requests and the Administrative Agent and Required Lenders agree to accept, such agreement not unreasonably to be denied) occurs and implemented by 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 covenants under this Agreement, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, the Administrative Agent and the Required 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 Borrower’s financial condition will such covenants 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 and the Required 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 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 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 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. 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 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 Administrative Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered preparation of the financial statements referred to Agent on or before the Closing Datein SECTION 9.2. 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 Agent application of accounting principles which do not have a material impact on or before calculating 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 all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by the Borrower with GAAPits obligations under this Agreement, the Borrower will not, nor will it permit any other Loan Party to, change the manner in which either the last day of its Fiscal Year or the last days of the first three Fiscal Quarters of its Fiscal Years is calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by the Borrower's or any other Loan Party's certified public accountants or requested by the Borrower (or that the Borrower otherwise requests and the Administrative Agent and the Required Lenders agree to accept, such agreement not unreasonably to be denied) and implemented by the Borrower or any Accounting Change (as defined below) occurs other Loan Party occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of Borrower or Agent (acting upon Borrower, the request of Administrative Agent, and the Required Lenders), Borrower, 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 Borrower’s financial condition will such covenants 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 Borrower, the Administrative Agent, and the Required 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 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 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 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. 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 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 Administrative Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered preparation of the financial statements referred to Agent on or before the Closing Datein SECTION 8.2. 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 8.2. 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 Agent application of accounting principles which do not have a material impact on or before calculating 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 all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by Borrower with GAAPits obligations under this Agreement, Borrower will not, nor will it permit any other Loan Party to, change the manner in which either the last day of its Fiscal Year or the last days of the first three Fiscal Quarters of its Fiscal Years is calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by Borrower's or any other Loan Party's certified public accountants or requested by Borrower (or that Borrower otherwise requests and Administrative Agent and the Required Lenders agree to accept, such agreement not unreasonably to be denied) and implemented by Borrower or any Accounting Change (as defined below) occurs other Loan Party occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of Borrower or Agent (acting upon the request of Borrower, Administrative Agent, and the Required Lenders), Borrower, 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 Borrower’s financial condition will such covenants 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 Borrower, Administrative Agent, and the Required 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 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 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 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. 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 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 Agent on or before the Closing Date. 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 Borrower’s the Companies’ 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 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 by Borrower. 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. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA shall be calculated on a pro forma basis (as certified IFRSGAAP 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)Parent.

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; provided that, applied on a basis consistent until so amended, (a) such ratio or requirement shall continue to be computed in all material respects accordance with the Financial Statements delivered 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 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 nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (Codification of Accounting Standards 825-10) to value any Indebtedness or other liabilities of any Loan Party at "fair value", as defined therein. 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 this paragraph that they were in existence on or before the Closing Date. All accounting determinations for purposes of determining compliance with ) that would constitute Financing Leases on the covenants contained herein 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 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. 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 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 Agent on or before the Closing Date. 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 interpreted, all accounting determinations hereunder shall be made, and applied on a basis consistent in all material respects with the audited Financial Statements delivered to Agent on or before the Closing Date. The Financial Statements financial 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 of Borrower or Agent certain leases from operating leases to capital leases (acting upon the request whether such leases were place as of the Required LendersClosing Date or entered into at a future date), Borrower, 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 Borrower’s 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 effected in accordance with this Agreement. “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 Borrower. 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. 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)principles.

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 on and each of Lenders. If at any time any change in GAAP would affect the computation of any financial ratio or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made financial requirement set forth 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 Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Dateany Financing Document, and all financial recordseither Borrowers or the Required Lenders shall so request, Agent, Lenders and Borrowers shall be maintained negotiate in accordance with GAAP. In good faith to amend such ratio or requirement to preserve the event that any Accounting Change (as defined below) occurs and original intent thereof in light of such change results in a change in GAAP (subject to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request approval of the Required Lenders); provided, Borrowerhowever, Agent and the Lenders will enter into good faith negotiations in order that until so amended, (a) such ratio or requirement shall continue to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating 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 amendment effected 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. “Accounting Change” means (i) any 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 principles required by the promulgation or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any rule, regulation, pronouncement or opinion by the election under Statement of 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 contrary notwithstanding, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not 159 (or would not beany other Financial Accounting Standard having a similar result or effect) 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 value any Debt or other liabilities of any dateCredit Party or any Subsidiary of any Credit Party at "fair value", 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)defined therein.

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 before the Closing Date. 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 prior to Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, except with respect to unaudited financial statements (i) for non-compliance with FAS 123R, and all financial records, shall be maintained in accordance with GAAP. In (ii) for the event that any Accounting Change (as defined below) occurs absence of footnotes 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, Agent and the Lenders will enter into good faith negotiations in order subject to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurredyear-end audit adjustments; 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 effected in accordance with this Agreement. “Accounting Change” means (ix) any change in accounting principles required by the promulgation all obligations of any rule, regulation, pronouncement Person that are or opinion 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 American Institute “ASU”) shall continue to be accounted for as operating leases for purposes of Certified Public Accountants 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 the fact that such obligations are required in accordance with the ASU (iion 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 application 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 by Borrower. Anything (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 to the contrary notwithstanding, any obligations of which include 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 reconciliation between calculations of such Person under GAAP as ratio or requirement made before and after giving effect to such change in effect on December 31GAAP. Notwithstanding any other provision contained herein, 2018 shall not be treated as Capital Lease solely as a result all terms 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 an accounting or financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during the four consecutive fiscal quarters then most recently ended had been made on the first day without giving effect to any election under Statement of such period Financial Accounting Standards 159 (but without or any adjustment for projected cost savings other Financial Accounting Standard having a similar result or effect) to value any Debt or other synergies unless otherwise approved by the Agentliabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein. MidCap / Akoya / Credit and Security Agreement (Term Loan).

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 Agent and the Banks hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered preparation of the financial statements referred to Agent on or before the Closing Datein Section 6.2. 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 6.2. 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 Agent application of accounting principles which do not have a material impact on or before calculating 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 all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by the Parent with GAAPits obligations under this Agreement, the Parent 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 Banks. In the event any changes in accounting principles required by GAAP, recommended by the Parent's or any of its Subsidiaries's certified public accountants, or requested by the Parent (or that the Parent otherwise requests and the Agent and the Required Banks agree to accept, such agreement not unreasonably to be denied) and implemented by the Parent or any Accounting Change (as defined below) occurs of its Subsidiaries occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of Borrower or Agent (acting upon Parent, the request of Agent, and the Required Lenders), Borrower, Agent and the Lenders will Banks 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 Borrower’s financial condition will such covenants 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 Parent, the Agent, and the Required Banks, 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 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 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 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. 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, 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 Administrative Agent on or before the Closing Restatement Effective Date. All accounting determinations for purposes of determining compliance with the financial covenants contained herein in Article 8, Excess Cash Flow and the Applicable Margin, and all defined terms as used in said Article 8 and in the definitions of Excess Cash Flow and Applicable Margin, shall be made consistent with practices in effect as of the Restatement Effective Date and, if applicable, in accordance with GAAP as in effect on the Closing Restatement Effective Date (or, if the Administrative Agent shall have given its prior written approval thereto, such determinations may be made by the Borrower in accordance with GAAP as in effect on the date for which the determinations of such compliance shall be made), and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Administrative Agent on or before the Closing Restatement Effective Date, except as otherwise previously disclosed to the Administrative Agent. The Financial Statements required to be delivered hereunder from and after the Closing Restatement Effective Date, and all financial records, shall be maintained in accordance with GAAP. In If GAAP shall change from the event that any Accounting Change basis used in preparing the audited Financial Statements delivered to the Administrative Agent on or before the Restatement Effective Date, the certificates required to be delivered pursuant to Section 7.1 demonstrating compliance with the covenants contained herein shall include (except as defined belowotherwise provided above) occurs and such change results in a change in at the method election of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, Agent and calculations setting forth the Lenders will enter into good faith negotiations adjustments necessary to demonstrate how the Borrower 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 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 amendment 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 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 covenants based upon 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)Restatement Effective 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, 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 before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on prior to the Closing Date and applied on a basis consistent except, in all material respects with the audited Financial Statements delivered case of unaudited financial statements, for the lack of footnotes, for being subject to Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Dateyear-end audit adjustments, and all with respect to non-cash stock-based compensation. If at any time any change in GAAP would affect the computation of any financial recordsratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall be maintained so request, Agent, the Lenders and Borrowers shall negotiate in accordance with GAAP. In good faith to amend such ratio or requirement to preserve the event that any Accounting Change (as defined below) occurs and original intent thereof in light of such change results in a change in GAAP (subject to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request approval of the Required Lenders); provided, Borrowerhowever, 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 will enter into good faith negotiations in order to amend such provisions of financial statements and other documents required under this Agreement so as which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to equitably reflect such Accounting Change with the desired result that the criteria for evaluating Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurredchange in GAAP; provided further, however, 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 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 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 obligation under GAAP as in effect on December 31as of the date of this Agreement (including, 2018 for the avoidance of doubt, for purposes of the definition of “Permitted Debt”) shall not be treated as Capital Lease a capital lease obligation solely as a result of the adoption of changes in the application GAAP). Notwithstanding any other provision contained herein, all terms of GAAP, in each case, after December 31, 2018. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA an accounting or financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during the four consecutive fiscal quarters then most recently ended had been made on the first day without giving effect to any election under Statement of such period Financial Accounting Standards 159 (but without or any adjustment for projected cost savings other Financial Accounting Standard having a similar result or effect) to value any Debt or other synergies unless otherwise approved by the Agent)liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein.

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 Financial Statements delivered to Agent on or before the Closing Dateaudited financial statements of Borrower referenced in Section 5.1(l). All If any changes in accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as principles from those in effect on the Closing Date and applied on a basis consistent in all material respects date hereof are hereafter occasioned by promulgation of rules, regulations, pronouncements or opinions by or are otherwise required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with the audited Financial Statements delivered to Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Datesimilar functions), and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and of such change 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 this Agreement, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement its Permitted Discretion so as to equitably reflect such Accounting Change changes, with the desired result that the criteria for evaluating Borrower’s financial condition will and results of operations of Borrower and its Subsidiaries shall be the same after such Accounting Change changes as if such Accounting Change changes had not occurredbeen made; provided that until any such amendments have been made, the provisions of in this Agreement in effect on the date of such Accounting Change will shall be calculated as if no such Accounting Change had occurred until the effective date of such amendment effected in accordance with this Agreement. “Accounting Change” means (i) any change changes in accounting principles required by the promulgation had occurred. 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 rule, regulation, pronouncement election under Accounting Standards Codification 825-10 (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 Borrower or its Subsidiaries at “fair value.” Notwithstanding any accounting change after the Closing Date that would require lease obligations that would be treated as operating leases as 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 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 Closing Date to be classified and accounted for as a capital lease leases or otherwise reflected on a Borrower’s and its Subsidiaries’ consolidated balance sheet sheet, for the purposes of determining compliance with any covenant contained herein, such Person under GAAP as in effect on December 31, 2018 obligations 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 same manner as operating leases are treated 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)Closing Date.

Accounting Terms and Determinations. Unless Except as otherwise defined or specified hereinprovided in this Agreement, all computations and determinations as to 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 Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein financial matters (including financial covenants) 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 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 of Borrower or Agent (acting upon Company notifies the request holders of the Required Lenders), Borrower, 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 Notes that the criteria for evaluating Borrower’s financial condition will be Company requests an amendment to any provision hereof to eliminate the same effect of any change occurring 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 effected hereof in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement GAAP or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application thereof on the operation of such provision (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 by Borrower. 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 application thereof, then such provision shall be classified and accounted for as a capital lease interpreted on a balance sheet the basis of such Person under 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 Notes 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 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 and return it to the Guarantor, whereupon this Agreement shall become a binding agreement between you, the Company and the Guarantor. Very truly yours, U.N. Holdings II, Inc. By /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President United America Indemnity, Ltd. By /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer The foregoing is hereby agreed to as of the date thereof. XXXXXXX & CO., AS NOMINEE FOR COMERICA BANK & TRUST, NATIONAL ASSOCIATION, TRUSTEE TO THE TRUST CREATED BY THE TRUST AGREEMENT DATED OCTOBER 1, 2002 By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney in Fact & Agent (Scottish-1YR) XXXXXXX & CO., AS NOMINEE FOR COMERICA BANK & TRUST, NATIONAL ASSOCIATION, TRUSTEE TO THE TRUST CREATED BY THE TRUST AGREEMENT DATED OCTOBER 1, 2002 By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney in Fact & Agent (Scottish-5YR) XXXXXXX & CO., AS NOMINEE FOR COMERICA BANK & TRUST, NATIONAL ASSOCIATION, TRUSTEE TO THE TRUST CREATED BY THE TRUST AGREEMENT DATED OCTOBER 1, 2002 By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney in Fact & Agent (Scottish-Lincoln) 6 THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Its Authorized Representative NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE OF NEW YORK By: Midland Advisors Company as its Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Midland Advisors Company as its Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE OF NEW YORK By: Midland Advisors Company as its Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director MELLON BANK, N.A., solely in its capacity as Custodian for Aviva Life-Principal Global Priv EIA Fixed Income (as directed by the Principal Global Investors, LLC), and not in its individual capacity (MAC & CO) – Nominee Name By: /s/ Xxxxxxxxxx X. Hist Name: Xxxxxxxxxx X. Hist Title: Authorized Signatory MELLON BANK, N.A., solely in its capacity as Custodian for Aviva Life-Principal Glob Priv General Account Universal Life (as directed by the Principal Global Investors, LLC), and not in its individual capacity (MAC & CO) – Nominee Name By: /s/ Xxxxxxxxxx X. Hist Name: Xxxxxxxxxx X. Hist Title: Authorized Signatory MELLON BANK, N.A., solely in its capacity as Custodian for Aviva Life-Principal Glob Priv EG Convertible Securities (as directed by the Principal Global Investors, LLC), and not in its individual capacity (MAC & CO) – Nominee Name By: /s/ Xxxxxxxxxx X. Hist Name: Xxxxxxxxxx X. Hist Title: Authorized Signatory RGA REINSURANCE COMPANY 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 The Bank of New York, as trustee for the Scottish Re (U.S.), Inc. and Security Life of Denver Insurance Company Security Trust by agreement dated December 31, 2018 shall not be treated as Capital Lease solely as 2004 By: Principal Global Investors, LLC a result of changes 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 PRINCIPAL LIFE INSURANCE COMPANY 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 Defined Terms As used herein, the following terms have the respective meanings set forth below or set forth 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 Section hereof following such period (but without any adjustment for projected cost savings or other synergies unless otherwise approved by the Agent).term:

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used herein shall be 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; 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) Borrower Representative shall provide to Agent and Lenders financial statements and other documents required under this Agreement and the 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 nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (Codification of Accounting Standards 825-10) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein. 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 hereof that such leases were in existence on January 1, 2015) that would have constituted Capitalized Leases or financing leases in conformity with 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 be construed in accordance with GAAP, applied on contain a basis consistent in all material respects with schedule showing the Financial Statements delivered adjustments necessary to Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 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. 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 Agentleases).

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 before the Closing Date. 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 prior to Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, except with respect to unaudited financial statements (i) for non-compliance with FAS 123R, and all financial records, shall be maintained in accordance with GAAP. In (ii) for the event that any Accounting Change (as defined below) occurs absence of footnotes 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, Agent and the Lenders will enter into good faith negotiations in order subject to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurredyear-end audit adjustments; 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 effected in accordance with this Agreement. “Accounting Change” means (ix) any change in accounting principles required by the promulgation all obligations of any rule, regulation, pronouncement Person that are or opinion 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 American Institute “ASU”) shall continue to be accounted for as operating leases for purposes of Certified Public Accountants 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 the fact that such obligations are required in accordance with the ASU (iion 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 application 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 by Borrower. Anything (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 to the contrary notwithstanding, any obligations of which include 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 reconciliation between calculations of such Person under GAAP as ratio or requirement made before and after giving effect to such change in effect on December 31GAAP. Notwithstanding any other provision contained herein, 2018 shall not be treated as Capital Lease solely as a result all terms 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 an accounting or financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during the four consecutive fiscal quarters then most recently ended had been made on the first day without giving effect to any election under Statement of such period Financial Accounting Standards 159 (but without or any adjustment for projected cost savings other Financial Accounting Standard having a similar result or effect) to value any Debt or other synergies unless otherwise approved by the Agent).liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein. ​

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 Administrative Agent; provided that if the Borrower, by notice to the 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 on to the Borrower, shall request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or before after such change in GAAP or in the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein application thereof, then such provision shall be made in accordance with interpreted on the basis of GAAP as in effect on the Closing Date and applied on immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith in a basis consistent in manner satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision contained herein, (a) all material respects with the audited Financial Statements delivered to Agent on terms of an accounting or before the Closing Date. The Financial Statements required to 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 made, without giving effect to any election under Accounting Standards Codification 800-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (b) GAAP will be deemed for all purposes hereof to treat leases that would have been classified as operating leases in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 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 America as in effect on December 31, 2018 shall not be treated as Capital Lease solely as 2011, in a result manner consistent with the treatment of changes such leases under generally accepted accounting principles in the application United States of GAAP, America as in each case, after effect on December 31, 2018. For purposes of calculating the Net Leverage Ratio as of 2011, notwithstanding any date, EBITDA shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming modifications or interpretive changes thereto 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)may occur thereafter.

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 Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered preparation of the financial statements referred to Agent on or before the Closing Datein Section 8.2. 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 8.2. 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 Agent application of accounting principles which do not have a material impact on or before calculating 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 all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by the Borrower with GAAPits 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. In the event any changes in accounting principles required by GAAP, recommended by the Borrower's or any of its Subsidiaries's certified public accountants, or requested by the Borrower (or that the Borrower otherwise requests and the Agent and the Required Lenders agree to accept, such agreement not unreasonably to be denied) and implemented by the Borrower or any Accounting Change (as defined below) occurs of its Subsidiaries occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of Borrower or Agent (acting upon Borrower, the request of Agent, and the Required Lenders), Borrower, 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 Borrower’s financial condition will such covenants 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 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 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 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 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. 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 hereinprovided in this Agreement, all computations and determinations as to 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 Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein financial matters (including financial covenants) 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 anticipated proceeds of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date disposition (and use thereof, including any repayment of such amendment effected in accordance with this Agreement. “Accounting Change” means (iIndebtedness therewith) 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 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 included 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 Agentcalculation hereunder).

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 Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be interpreted, all accounting determinations hereunder (including determinations made in accordance with GAAP as in effect on pursuant to the Closing Date exhibits hereto) shall be made, and applied on a basis consistent in all material respects with the audited Financial Statements delivered to Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from shall be prepared on a consolidated basis in accordance with GAAP applied on a basis consistent with the most recent audited consolidated Financial Statements of Borrower delivered to Agent and after Lenders on or prior to the Closing Date. If at any time any change in GAAP would, in either case, affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and all financial recordsany 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 maintained computed in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and GAAP prior to such change results in therein and (b) the Loan Parties shall provide to Agent and Lenders the 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 the method of calculation of financial covenantsGAAP; provided, standards or terms in this Agreementfurther, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein shall be disregarded for the American Institute purposes of Certified Public Accountants or computing any financial ratios and requirements herein and (ii) the effect of any change in the application of changes to GAAP by Borrower. Anything in this Agreement to the contrary notwithstandingthat would require leases which are, 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 have been, classified as operating leases under 53/Mammoth – Credit Agreement GAAP as it exists on the Closing Date to be classified and accounted for as a capital lease on a balance sheet leases under the revised GAAP (including by reason of such Person under GAAP as 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 effect on December 31this Agreement or any other Loan Document, 2018 the Loan Parties shall not be treated as Capital Lease solely as a result not, without the prior written consent of changes Agent, cause or permit any change in the application of GAAP, or any method of GAAP utilized in each case, the Financial Statements 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)Closing 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 Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be interpreted, all accounting determinations hereunder (including determinations made in accordance with GAAP as in effect on pursuant to the Closing Date exhibits hereto) shall be made, and applied on a basis consistent in all material respects with the audited Financial Statements delivered to Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from shall be prepared on a consolidated basis in accordance with GAAP applied on a basis consistent with the most recent audited consolidated Financial Statements of the Loan Parties and after their Subsidiaries delivered to Lender on or prior to the Closing Date. If at any time any change in GAAP would, in either case, affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and all financial recordseither 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 final approval of Lender); provided, that until so amended, (a) such ratio or requirement shall continue to be maintained computed in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and GAAP prior to such change results in therein and (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 the method of calculation of financial covenantsGAAP; provided, standards or terms in this Agreementfurther, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein, shall be disregarded for the American Institute purposes of Certified Public Accountants or computing any financial ratios and requirements herein and (ii) the effect of any change in the application of changes to GAAP by Borrower. Anything in this Agreement to the contrary notwithstandingthat would require leases which are, 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 have been, classified as operating leases under GAAP as it exists on the Closing Date to be classified and accounted for as a capital lease on a balance sheet leases under the revised GAAP (including by reason of such Person under GAAP as 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 effect on December 31this Agreement or any other Loan Document, 2018 the Loan Parties shall not be treated as Capital Lease solely as a result not, without the prior written consent of changes Lender, cause or permit any change in the application of GAAP, in each caseor any method of GAAP utilized, 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 Loan Parties in their Financial Statements after 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)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 (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) [***] = Certain Confidential Information Omitted Borrower and its Consolidated Subsidiaries delivered to Agent and each of the Lenders on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on prior to the Closing Date and applied on a basis consistent except, in all material respects with the audited Financial Statements delivered to Agent on or before case of unaudited financial statements, for the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Datelack of footnotes, and all for being subject to year-end audit adjustments. If at any time any change in GAAP would affect the computation of any financial recordsratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall be maintained so request, Agent, the Lenders and Borrowers shall negotiate in accordance with GAAP. In good faith to amend such ratio or requirement to preserve the event that any Accounting Change (as defined below) occurs and original intent thereof in light of such change results in a change in GAAP (subject to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request approval of the Required Lenders); provided, Borrowerhowever, 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 will enter into good faith negotiations in order to amend such provisions of financial statements and other documents required under this Agreement so as which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to equitably reflect such Accounting Change with the desired result that the criteria for evaluating Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurredchange in GAAP; provided further, however, 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 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 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 obligation under GAAP as in effect on December 31as of the date of this Agreement (including, 2018 for the avoidance of doubt, for purposes of the definition of “Permitted Debt”) shall not be treated as Capital Lease a capital lease obligation solely as a result of the adoption of changes in the application GAAP). Notwithstanding any other provision contained herein, all terms of GAAP, in each case, after December 31, 2018. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA an accounting or financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during the four consecutive fiscal quarters then most recently ended had been made on the first day without giving effect to any election under Statement of such period Financial Accounting Standards 159 (but without or any adjustment for projected cost savings other Financial Accounting Standard having a similar result or effect) to value any Debt or other synergies unless otherwise approved by the Agent)liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein.

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 provided that, applied 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 a the basis consistent of Generally Accepted Accounting Principles in all material respects with the Financial Statements delivered to Agent on or effect immediately before the Closing Daterelevant 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 Company and the Required Lenders. All accounting determinations Except as otherwise expressly provided herein, all references to a time of day shall be references to Detroit, Michigan time. Notwithstanding anything herein, in any financial statements of the Company or 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 made in accordance consolidated with GAAP the Company and its other Subsidiaries and each Unrestricted Subsidiary shall be treated as in effect on 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 Closing Date Key U.K. Credit Facility or (B) Indebtedness owing to the Company, which Indebtedness and applied other obligations owing to the Company are pledged on a first priority basis consistent in all material respects with to the audited Financial Statements delivered to Agent on or before for 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 Borrower or Agent (acting upon the request benefit of the Required Lenders), Borrower, 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 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 amendment 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 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 then Key U.K. shall not be consolidated with the Company and its other Subsidiaries and shall be treated as Capital Lease solely as a result if it were an equity investment and all income, liabilities and assets 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 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 (as certified by the Borrower acceptable to the Agent. Notwithstanding anything in Sections 5.2(b), (c) assuming that all acquisitions madeor (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 all dispositions completedthe Applicable Margin shall be adjusted, during for the four consecutive fiscal quarters then most recently ended had been made first time based on the first day of such period (but without any adjustment results for projected cost savings or other synergies unless otherwise approved by the Agent)fiscal quarter ending June 30, 1997.

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 Administrative Agent; provided that if the Borrower, 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 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 before such provision amended in accordance herewith in a manner satisfactory to the Closing DateBorrower and the Required Lenders. All Notwithstanding any other provision contained herein, (a) all terms of an accounting determinations for purposes of determining compliance with the covenants contained or financial nature used herein shall be made construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, and (b) GAAP will be deemed for all purposes 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 treatment of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment 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 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 leases under GAAP as in effect on December 31, 2018 shall not be treated as Capital Lease solely as a result of 2013, notwithstanding any modifications or interpretive 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 thereto 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)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 Lenders on or before prior to the Original Closing Date. All accounting determinations for purposes If at any time any change in GAAP would affect the computation of determining compliance with any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the covenants contained herein 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 made 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 as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered prior to 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 therein and (b) Borrowers shall provide to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating 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 which include a reconciliation between calculations of such Accounting Change will be calculated as if no ratio or requirement made before and after giving effect to such Accounting Change had occurred until the effective date of such amendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting principles required by the promulgation or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any rule, regulation, pronouncement or opinion by the election under Statement of Financial Accounting Standards Board 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein. 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 American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by Borrower. Anything in this Agreement to the contrary notwithstanding, any obligations of a Person under a lease (whether existing now or date they are entered into in the future) that is not (or would not be) required to be classified and accounted for as a capital lease leases or otherwise reflected on a the consolidated balance sheet of Borrower and its Subsidiaries, for the purposes of determining compliance with any covenant or other obligation contained herein, such Person under GAAP as in effect on December 31, 2018 obligations 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, operating leases during the four consecutive fiscal quarters then most recently ended had been made on the first day term of such period (but without any adjustment for projected cost savings or other synergies unless otherwise approved by the Agent)this Agreement.

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 Agent on or before SECTION 6.01 (or, prior to the Closing Date. All accounting determinations for purposes delivery of determining compliance the first financial statements pursuant to SECTION 6.01, consistent with the covenants contained herein shall be made financial statements described in accordance with SECTION 5.05(a) (but without giving effect to any deviations from 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 Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Datedisclosed therein);); 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment effected in accordance with this Agreement. “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 the application of GAAP by Borrower. Anything in this Agreement to the contrary notwithstandingaffecting such financial statements, 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 if later), then such calculations shall be classified and accounted for as a capital lease made 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 basis consistent with 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 most recent financial statements delivered by the Parent Borrower to the Agent) assuming that all acquisitions Lenders as to which no such objection shall have been made, and all dispositions completed, during . 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 most recently ended had been made (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 first day of such period (but without any adjustment for projected cost savings or other synergies unless otherwise approved appropriate component by the Agentother 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 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 on or before prior to the Closing Date. All accounting determinations for purposes If at any time any change in GAAP would affect the computation of determining compliance with any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the covenants contained herein 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, however, that until so amended, (a) such ratio or requirement shall continue to be made computed 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 prior to 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 Borrower or Agent therein and (acting upon the request of the Required Lenders), Borrower, b) Borrowers shall provide to 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 as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating 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 which include a reconciliation between calculations of such Accounting Change will be calculated as if no ratio or requirement made before and after giving effect to such Accounting Change had occurred until the effective date of such amendment 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 BorrowerGAAP. Anything in this Agreement to the contrary notwithstanding, any 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 obligation under GAAP as in effect on December 31prior 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, 2018 Leases, shall not be treated as Capital Lease a capital lease obligation solely as a result of the adoption of changes in the application GAAP. Notwithstanding any other provision contained herein, all terms of GAAP, in each case, after December 31, 2018. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA an accounting or financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during the four consecutive fiscal quarters then most recently ended had been made on the first day without giving effect to any election under Statement of such period Financial Accounting Standards 159 (but without or any adjustment for projected cost savings other Financial Accounting Standard having a similar result or effect) to value any Debt or other synergies unless otherwise approved by the Agent)liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein.

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 Administrative Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered preparation of the financial statements referred to Agent on or before the Closing Datein Section 8.2. 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 8.2. 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 Agent application of accounting principles which do not have a material impact on or before calculating 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 all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by Borrower with GAAPits obligations under this Agreement, Borrower will not, nor will it permit any other Loan Party to, change the manner in which either the last day of its Fiscal Year or the last days of the first three Fiscal Quarters of its Fiscal Years is calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by Borrower's or any other Loan Party's certified public accountants or requested by Borrower (or that Borrower otherwise requests and Administrative Agent and the Required Lenders agree to accept, such agreement not unreasonably to be denied) and implemented by Borrower or any Accounting Change (as defined below) occurs other Loan Party occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, Administrative Agent and the Required 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 Borrower’s financial condition will such covenants 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 Borrower, Administrative Agent and the Required 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 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 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 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. 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 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 Agent on or before prior to the Closing Date. All accounting determinations for purposes If at any time any change in GAAP would affect the computation of determining compliance with any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the covenants contained herein 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, however, that until so amended, (a) such ratio or requirement shall continue to be made computed 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 prior to 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 Borrower or Agent therein and (acting upon the request of the Required Lenders), Borrower, b) Borrowers shall provide to 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 as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating 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 which include a reconciliation between calculations of such Accounting Change will be calculated as if no ratio or requirement made before and after giving effect to such Accounting Change had occurred until the effective date of such amendment 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 BorrowerGAAP. Anything in this Agreement to the contrary notwithstanding, any 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 obligation under GAAP as in effect on December 31prior to giving effect to FASB Accounting Standards Update No. 2016-02, 2018 Leases, shall not be treated as Capital Lease a capital lease obligation solely as a result of the adoption of changes in the application GAAP. Notwithstanding any other provision contained herein, all terms of GAAP, in each case, after December 31, 2018. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA an accounting or financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during the four consecutive fiscal quarters then most recently ended had been made on the first day without giving effect to any election under Statement of such period Financial Accounting Standards 159 (but without or any adjustment for projected cost savings other Financial Accounting Standard having a similar result or effect) to value any Debt or other synergies unless otherwise approved by the Agent)liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein.

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 before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on prior to the Closing Date and applied on a basis consistent except, in all material respects with the audited Financial Statements delivered to Agent on or before case of unaudited financial statements, for the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Datelack of footnotes, and all for being subject to year-end audit adjustments. If at any time any change in GAAP would affect the computation of any financial recordsratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall be maintained so request, Agent, the Lenders and Borrowers shall negotiate in accordance with GAAP. In good faith to amend such ratio or requirement to preserve the event that any Accounting Change (as defined below) occurs and original intent thereof in light of such change results in a change in GAAP (subject to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request approval of the Required Lenders); provided, Borrowerhowever, 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 will enter into good faith negotiations in order to amend such provisions of financial statements and other documents required under this Agreement so as which include a reconciliation between calculations of [***] = Certain Confidential Information Omitted 39 MidCap / Cerus / Credit, Security and Guaranty Agreement (Revolving Loan) 202312840 v5 such ratio or requirement made before and after giving effect to equitably reflect such Accounting Change with the desired result that the criteria for evaluating Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurredchange in GAAP; provided further, however, 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 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 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 obligation under GAAP as in effect on December 31as of the date of this Agreement (including, 2018 for the avoidance of doubt, for purposes of the definition of “Permitted Debt”) shall not be treated as Capital Lease a capital lease obligation solely as a result of the adoption of changes in the application GAAP). Notwithstanding any other provision contained herein, all terms of GAAP, in each case, after December 31, 2018. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA an accounting or financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during the four consecutive fiscal quarters then most recently ended had been made on the first day without giving effect to any election under Statement of such period Financial Accounting Standards 159 (but without or any adjustment for projected cost savings other Financial Accounting Standard having a similar result or effect) to value any Debt or other synergies unless otherwise approved by the Agent)liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein.

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 Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered preparation of the financial statements referred to Agent on or before the Closing Datein Section 8.2. 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 8.2. 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 Agent application of accounting principles which do not have a material impact on or before calculating 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 all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by the Borrower with GAAPits 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. In the event any changes in accounting principles required by GAAP, recommended by the Borrower's or any of its Subsidiaries's certified public accountants, or requested by the Borrower (or that the Borrower otherwise requests and the Agent and the Required Lenders agree to accept, such agreement not unreasonably to be denied) and implemented by the Borrower or any Accounting Change (as defined below) occurs of its Subsidiaries occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of Borrower or Agent Borrower, the Agent, and the Required Lenders shall enter into an agreement (acting upon reasonably acceptable to the request of Borrower, the Agent, and the Required Lenders), Borrower, Agent and the Lenders will enter into good faith negotiations in order to amend ) amending such provisions of this Agreement so as to equitably reflect such Accounting Change changes with the desired result that the criteria for evaluating Borrower’s financial condition will such covenants 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 Borrower, the Agent, and the Required Lenders, the financial statements required to be prepared and delivered by the Borrower shall comply in all respects to GAAP and 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 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 effected in accordance with this Agreement. “Accounting Change” means (i) any change No 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 accordance with GAAP by Borrower. 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. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA shall be calculated on a pro forma basis (as certified implemented by the Borrower pursuant 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)this Section 1.3 shall constitute a Default 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 GAAPgenerally accepted accounting principles in the United States (provided that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the 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, and such Debt shall at all times be valued at the full stated principal amount thereof), 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 then 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 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 Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein application thereof, then such provision shall be made in accordance with GAAP interpreted on the basis of generally accepted accounting principles as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to Agent on or 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 manner satisfactory to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request of and the Required Lenders). Notwithstanding anything herein to the contrary, Borrowerand without limiting the foregoing, Agent and when 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 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 amendment 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 Borrower adopts Financial Accounting Standards Board of Accounting Standards Update 2016-02, Leases, which will require lessees to recognize lease assets and lease liabilities on the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by Borrower. 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 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 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)change into proper account.

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 Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered preparation of the financial statements referred to Agent on or before the Closing Datein Section 9.2. 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 Agent application of accounting principles which do not have a material impact on or before calculating 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 all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by Parent with GAAPits obligations under this Agreement, Parent will not, nor will it permit any other Loan Party 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 calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by any Loan Party's certified public accountants or requested by Parent (or that Parent otherwise requests and Agent and the Required Lenders agree to accept, such agreement not unreasonably to be denied) and implemented by any Accounting Change (as defined below) occurs Loan Party occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders)Parent, Borrower, Agent Agent, and the Required 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 Borrower’s financial condition will such covenants 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 Parent, Borrower, Agent, and the Required 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 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 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 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. 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 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 Agent on or before the Closing Date. 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 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 Borrower Agent (acting upon the request of Borrowers) or Agent (acting upon the request of the Required Lenders), BorrowerBorrowers, 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 Borrower’s 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 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 BorrowerBorrowers. 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. For purposes of calculating the Net Leverage Consolidated Fixed Charge Coverage Ratio as of 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 unless otherwise approved by the Agentsynergies).

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 GAAP occurs which increases or diminishes the 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 Financial Statements delivered Parent, the Administrative Agent and the Lenders agree to Agent on consider such request in good faith; provided that until any such amendment is effective, the relevant change in GAAP or before the Closing Date. All accounting determinations methods shall not be given effect for purposes of determining compliance with calculating the financial covenants contained herein 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 on from time to time after such change occurs. Notwithstanding anything to the Closing Date and applied on a basis consistent in contrary herein, all material respects with the audited Financial Statements delivered to Agent on accounting or before the Closing Date. The Financial Statements required to financial terms used herein shall be delivered hereunder from and after the Closing Dateconstrued, and all financial records, computations pursuant hereto shall be maintained in accordance with GAAPmade, without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of the Parent or any Subsidiary at “fair value”, as defined therein. In the event that any Accounting Change (as defined below) occurs and such change results in of a change in GAAP with respect to accounting for leases, the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 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. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA covenants shall be calculated on a pro forma basis (consistent with GAAP as certified by in effect prior to such change. To enable the Borrower to ready determination of compliance with the Agent) assuming that all acquisitions madecovenants set forth in Section 9 hereof, the Parent will not change from December 31 in each year the date on which its fiscal year ends, nor from March 31, June 30 and all dispositions completed, during September 30 the four consecutive dates on which the first three 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)in each fiscal year end.

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 Agent on or before the Closing Date. 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 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. 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).in

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 Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be interpreted, all accounting determinations hereunder (including determinations made in accordance with GAAP as in effect on pursuant to the Closing Date exhibits hereto) shall be made, and applied on a basis consistent in all material respects with the audited Financial Statements delivered to Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from shall be prepared on a consolidated basis in accordance with GAAP applied on a basis consistent with the most recent audited consolidated Financial Statements of Borrower and after its Subsidiaries delivered to Lender on or prior to the Closing Date. If at any time any change in GAAP would, in either case, affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and all financial recordseither 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 final approval of Lender); provided, that until so amended, (a) such ratio or requirement shall continue to be maintained computed in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and GAAP prior to such change results in therein and (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 the method of calculation of financial covenantsGAAP; provided, standards or terms in this Agreementfurther, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party at "fair value", as defined therein shall be disregarded for the American Institute purposes of Certified Public Accountants or computing any financial ratios and requirements herein and (ii) the effect of any change in the application of changes to GAAP by Borrower. Anything in this Agreement to the contrary notwithstandingthat would require leases which are, 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 have been, classified as operating leases under GAAP as it exists on the Closing Date to be classified and accounted for as a capital lease on a balance sheet leases under the revised GAAP (including by reason of such Person under GAAP as 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 effect on December 31this Agreement or any other Loan Document, 2018 the Loan Parties shall not, without the prior written consent of Lender (which shall not be treated as Capital Lease solely as a result of changes unreasonably delayed, conditioned or withheld), cause or permit any material change in the application of GAAP, in each caseor any material method of GAAP utilized, 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 Loan Parties in their Financial Statements after 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)Closing 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 Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be interpreted, all accounting determinations hereunder (including determinations made in accordance with GAAP as in effect on pursuant to the Closing Date exhibits hereto) shall be made, and applied on a basis consistent in all material respects with the audited Financial Statements delivered to Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from shall be prepared on a consolidated (unless and after except to the extent otherwise expressly provided herein) basis in accordance with GAAP applied on a basis consistent with the most recent audited consolidated Financial Statements of ASHS and its Subsidiaries delivered to Lender on or prior to the Closing Date. 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, regulations, pronouncements and all 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 recordsreporting by the Loan Parties, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change 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 AgreementAgreement or any other Loan Document, then upon the written request of and any Borrower or Agent (acting upon the request of the Required Lenders)Lender shall so request, Borrower, Agent Lender and the Lenders will enter into Borrowers shall negotiate in good faith negotiations in order to amend such provisions of this Agreement so as ratio or requirement to equitably reflect such Accounting Change with preserve the desired result that the criteria for evaluating 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 original intent thereof in effect on the date light of such Accounting Change will change in GAAP (subject to the final approval of Lender); provided, that until so amended, (a) such ratio or requirement shall continue to be calculated as if no such Accounting Change had occurred until the effective date of such amendment effected computed in accordance with GAAP prior to such change therein and (b) the Loan Parties shall provide to Lender Financial Statements and other documents required under this Agreement. “Accounting Change” means 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 change in accounting principles required by the promulgation election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party at "fair value", as defined therein shall be disregarded for the American Institute purposes of Certified Public Accountants or computing any financial ratios and requirements herein and (ii) the effect of any change in the application of changes to GAAP by Borrower. Anything in this Agreement to the contrary notwithstandingthat would require leases which are, 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 have been, classified as operating leases under GAAP as it exists on the Closing Date to be classified and accounted for as a capital lease on a balance sheet leases under the revised GAAP (including by reason of such Person under GAAP as 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 effect on December 31this Agreement or any other Loan Document, 2018 the Loan Parties shall not be treated as Capital Lease solely as a result not, without the prior written consent of changes Lender, cause or permit any change in the application of GAAP, in each caseor any method of GAAP utilized, 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 Loan Parties in their Financial Statements after 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)Closing 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 Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be interpreted, all accounting determinations hereunder (including determinations made in accordance with GAAP as in effect on pursuant to the Closing Date exhibits hereto) shall be made, and applied on a basis consistent in all material respects with the audited Financial Statements delivered to Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from shall be prepared on a consolidated basis in accordance with GAAP applied on a basis consistent with the most recent audited consolidated Financial Statements of Borrower and after its Subsidiaries delivered to Lender on or prior to the Closing Date. If at any time any change in GAAP would, in either case, affect the computation of any financial ratio or financial requirement set forth in any Loan Document, and all financial recordseither 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 final approval of Lender); provided, that until so amended, (a) such ratio or requirement shall continue to be maintained computed in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and GAAP prior to such change results in therein and (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 the method of calculation of financial covenantsGAAP; provided, standards or terms in this Agreementfurther, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment effected in accordance with this Agreement. “Accounting Change” means (i) any change in accounting principles required by the promulgation election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or Subsidiary at “fair value”, as defined therein, shall be disregarded for the American Institute purposes of Certified Public Accountants or computing any financial ratios and requirements herein and (ii) the effect of any change in the application of changes to GAAP by Borrower. Anything in this Agreement to the contrary notwithstandingthat would require leases which are, 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 have been, classified as operating leases under GAAP as it exists on the Closing Date to be classified and accounted for as a capital lease on a balance sheet leases under the revised GAAP (including by reason of such Person under GAAP as 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 effect on December 31this Agreement or any other Loan Document, 2018 the Loan Parties shall not be treated as Capital Lease solely as a result not, without the prior written consent of changes Lender, cause or permit any change in the application of GAAP, in each caseor any method of GAAP utilized, 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 Loan Parties in their Financial Statements after 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)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 (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 before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on prior to the Closing Date and applied on a basis consistent except, in all material respects with the audited Financial Statements delivered case of unaudited financial statements, for the lack of footnotes, for being subject to Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Dateyear-end audit adjustments, and all with respect to non-cash stock-based compensation. If at any time any change in GAAP would affect the computation of any financial recordsratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall be maintained so MidCap / HTG / Credit and Security Agreement (Term Loan) \\DC - 036639/000001 - 12092479 request, Agent, the Lenders and Borrowers shall negotiate in accordance with GAAP. In good faith to amend such ratio or requirement to preserve the event that any Accounting Change (as defined below) occurs and original intent thereof in light of such change results in a change in GAAP (subject to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request approval of the Required Lenders); provided, Borrowerhowever, 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 will enter into good faith negotiations in order to amend such provisions of financial statements and other documents required under this Agreement so as which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to equitably reflect such Accounting Change with the desired result that the criteria for evaluating Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurredchange in GAAP; provided further, however, 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 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 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 obligation under GAAP as in effect on December 31as of the date of this Agreement (including, 2018 for the avoidance of doubt, for purposes of the definition of “Permitted Debt”) shall not be treated as Capital Lease a capital lease obligation solely as a result of the adoption of changes in the application GAAP). Notwithstanding any other provision contained herein, all terms of GAAP, in each case, after December 31, 2018. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA an accounting or financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during the four consecutive fiscal quarters then most recently ended had been made on the first day without giving effect to any election under Statement of such period Financial Accounting Standards 159 (but without or any adjustment for projected cost savings other Financial Accounting Standard having a similar result or effect) to value any Debt or other synergies unless otherwise approved by the Agent)liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein.

Accounting Terms and Determinations. Unless Except as otherwise defined or specified hereinprovided in this Agreement, all computations and determinations as to 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 Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein financial matters (including financial covenants) 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 anticipated proceeds of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date disposition (and use thereof, including any repayment of such amendment effected in accordance with this Agreement. “Accounting Change” means (iIndebtedness therewith) 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 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 included 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 Agentcalculation hereunder).

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 Administrative Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered preparation of the financial statements referred to Agent on or before the Closing Datein SECTION 7.2. 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 7.2. 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 Agent application of accounting principles which do not have a material impact on or before calculating 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 all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by the Borrower with GAAPits obligations under this Agreement, the Borrower will not change the manner in which either the last day of its Fiscal Year or the last days of the first three Fiscal Quarters of its Fiscal Years is calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by the Borrower's certified public accountants or requested by the Borrower (or that any Accounting Change (as defined belowthe Borrower otherwise requests and the Administrative Agent and Required Lenders agree to accept, such agreement not unreasonably to be denied) occurs and implemented by 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 covenants under this Agreement, then upon the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, the Administrative Agent and the Required 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 Borrower’s financial condition will such covenants 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 and the Required 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 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 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 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. 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 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 on or before prior to the Closing Date. All accounting determinations for purposes If at any time any change in GAAP would affect the computation of determining compliance with any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the covenants contained herein 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, however, that until so amended, (a) such ratio or requirement shall continue to be made computed 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 prior to 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 Borrower or Agent therein and (acting upon the request of the Required Lenders), Borrower, b) Borrowers shall provide to 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 as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating 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 which include a reconciliation between calculations of such Accounting Change will be calculated as if no ratio or requirement made before and after giving effect to such Accounting Change had occurred until the effective date of such amendment 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 BorrowerGAAP. Anything in this Agreement to the contrary notwithstanding, any 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 obligation under GAAP as in effect on December 31prior to giving effect to FASB Accounting Standards Update No. 2016-02, 2018 Leases, shall not be treated as Capital Lease a capital lease obligation solely as a result of the adoption of changes in the application GAAP. Notwithstanding any other provision contained herein, all terms of GAAP, in each case, after December 31, 2018. For purposes of calculating the Net Leverage Ratio as of any date, EBITDA an accounting or financial nature used herein shall be calculated on a pro forma basis (as certified by the Borrower to the Agent) assuming that all acquisitions madeconstrued, and all dispositions completedcomputations of amounts and ratios referred to herein shall be made, during the four consecutive fiscal quarters then most recently ended had been made on the first day without giving effect to any election under Statement of such period Financial Accounting Standards 159 (but without or any adjustment for projected cost savings other Financial Accounting Standard having a similar result or effect) to value any Debt or other synergies unless otherwise approved by the Agent)liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein.

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 Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be interpreted, all accounting determinations hereunder (including determinations made in accordance with GAAP as in effect on pursuant to the Closing Date exhibits hereto) shall be made, and applied on a basis consistent in all material respects with the audited Financial Statements delivered to 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 prepared in accordance with GAAPGAAP applied on a basis consistent with the most recent audited Financial Statements delivered to Agent and Lenders. In If at any time any change in GAAP would, in either case, affect the event that computation of any Accounting Change (as defined below) occurs 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 results in a change in GAAP (subject to the method final approval of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request of the and Required Lenders); provided, Borrowerthat until so amended, Agent and the Lenders will enter into good faith negotiations in order (a) such ratio or requirement shall continue to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating 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 amendment effected computed in accordance with GAAP prior to such change therein and (b) the Loan Parties shall provide to Agent and Lenders Financial Statements and other documents required under this Agreement. “Accounting Change” means 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 change in accounting principles required by the promulgation election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein shall be disregarded for the American Institute purposes of Certified Public Accountants or computing any financial ratios and requirements herein and (ii) all liability amounts shall be determined excluding any change 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 the application of GAAP by Borrower. Anything in this Agreement each case to the contrary notwithstandingextent that such liability, any obligations asset, amortization or interest pertains to an operating lease under which the covenantor or a member of a Person under a its consolidated group is the lessee and such lease (whether existing now or entered into in the future) that is not (or would not be) required to be classified and have been accounted for as a capital an operating 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)2015.

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 Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be interpreted, all accounting determinations hereunder 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 Agent on or before the Closing Date. The Financial Statements financial 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 that Borrower, by notice to the Administrative Agent, shall request an amendment to any Accounting Change (as defined below) occurs and such provision hereof to eliminate the effect of any change results occurring after the Effective Date in a change GAAP or in the method application thereof on the operation of calculation of financial covenants, standards such provision (or terms in this Agreement, then upon the written request of Borrower or Agent (acting upon the request of if the Required Lenders, by notice from the Administrative Agent to the Borrower, shall request an amendment to any provision hereof for such purpose), Borrowerregardless of whether any such notice is given before or after such change in GAAP or in the application thereof, Agent 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 Lenders will enter into good faith negotiations Required Lenders. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed (in order each case, other than for purposes of Sections 4.04(a), 5.01(a) and 5.01(b)), and all computations of amounts and ratios referred to amend herein shall be made, without giving effect to (a) any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein, (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 provisions 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 this Agreement so as to equitably reflect such Accounting Change with debt issuance costs in respect of any Indebtedness from the desired result that the criteria for evaluating 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 principal amount of such Indebtedness under Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment effected in accordance with this Agreement. “Accounting Change” means Standards Update 2015-03, and (id) any change in accounting principles required by for leases pursuant to GAAP resulting from the promulgation implementation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or Accounting Standards Update No. 2016-02, Leases (ii) any change in the application of GAAP by Borrower. Anything in this Agreement Topic 842), to the contrary notwithstanding, any obligations extent such adoption would require recognition of a Person under a lease liability where [[5952619]] such lease (whether existing now or entered into in the futuresimilar arrangement) that is not (or would not be) have been required to be classified and accounted for recognized as a capital lease on a balance sheet of such Person liability 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)2015.

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. 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 Agent (acting upon the request of the Required Lenders), Borrowerthe 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 Borrower’s 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 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 Borrowerthe 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 Net Leverage Consolidated Fixed Charge Coverage Ratio as of at 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 Agentsynergies).

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 Agent on or before the Closing DateFinancials. 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, Agent and the Lenders will enter into good faith negotiations in order certificates required to amend such provisions of this Agreement so as be delivered pursuant to equitably reflect such Accounting Change SECTION 7.1 demonstrating compliance with the desired result that covenants contained herein shall include calculations setting forth the criteria for evaluating Borrower’s adjustments necessary to demonstrate how the Borrower is in compliance with the 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 effected any annual financial statements given in accordance with this Agreement. “Accounting Change” means 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 by Borroweraccounting 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. Anything 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 to and the contrary notwithstandingother Credit Documents and the financial calculations required herein or therein. The parties hereto agree that, any obligations of a Person under a lease (whether existing now or entered into if the Agent, in the future) exercise of its commercially reasonable credit judgment, determines that is not such changes are material or give rise to results which are materially different than those intended by the terms 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 would not be) required amendments to be classified this Agreement and accounted for as a capital lease on a balance sheet the other Credit Documents to modify the terms of such Person under GAAP as in 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 December 31, 2018 shall not be treated as Capital Lease solely as a result account 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 this SECTION 1.2 shall be calculated undertaken in good faith and that any amendment to this Agreement or the other Credit Documents on a pro forma basis (as certified by the Borrower account of this SECTION 1.2 shall be in form and substance reasonably satisfactory 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 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 Agent on or before the Closing DateBank Parties. 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 Consolidated Entities or (ii) in support of a letter of credit issued by the Borrower 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 change L/C Borrowings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (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 application 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 GAAP by BorrowerCredit 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. Anything in this Agreement Notwithstanding anything to the contrary notwithstandingherein, no Issuing Bank shall issue any obligations Letter of Credit other than 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 Standby Letter 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)Credit.

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; provided that, applied 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 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 nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (Codification of Accounting Standards 825-10) to value any Indebtedness or other liabilities of any Loan Party at “fair value”, as defined therein. 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 this paragraph that they were in existence on a basis consistent in all material respects with the Financial Statements delivered to Agent on or before the Closing Date. All accounting determinations for purposes of determining compliance with ) that would constitute Capitalized Leases on the covenants contained herein 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment 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 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. 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 Agentchange).

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 Agent and the Banks hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with those used in all material respects with the Financial Statements delivered preparation of the financial statements referred to Agent on or before the Closing Datein Section 10.2. All accounting determinations calculations made for the purposes of determining compliance with the covenants contained herein provisions of this Agreement shall be made in accordance with GAAP as in effect on the Closing Date and applied by application of GAAP, on a basis consistent with those used in all material respects the preparation of the financial statements referred to in Section 10.2. To enable the ready and consistent determination of compliance by Holding and with its obligations under this Agreement, Holding will not change the audited Financial Statements delivered to Agent on manner in which either the last day of its Fiscal Year or before the Closing Date. The Financial Statements required to be delivered hereunder from and after last days of the Closing Date, and all financial records, shall be maintained in accordance with GAAPfirst three Fiscal Quarters of its Fiscal Years is calculated. In the event that any Accounting Change (as defined below) occurs changes in accounting principles required by GAAP or recommended by Holding's certified public accountants and implemented by Holding 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 Holding, the written request of Borrower or Agent (acting upon the request of the Required Lenders), Borrower, Agent and the Lenders will Banks 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 Borrower’s 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 Agent, Holding and the Banks, 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 . Notwithstanding any other term contained in this Agreement, should the application 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 effected purchase or other accounting principles permit Holding, in accordance with this Agreement. “Accounting Change” means (i) any change GAAP, to characterize certain expenditures incurred in accounting principles required by connection with the promulgation of any ruleSouthland Acquisition as capital items rather than expense, 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 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 then such Person under GAAP as in effect on December 31, 2018 expenditures shall not be treated as Capital Lease solely as a result of changes expense in the application of GAAP, period such expenditures were incurred or paid for all purposes under this Agreement unless such expenditure was identified and capitalized 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 Pro Forma or unless 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 Required Banks otherwise approved by the Agent)consent.

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 by the Borrower 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 Agent on the Banks (provided that all terms of an accounting or before the Closing Date. All accounting determinations for purposes financial nature used herein shall be construed, and all computations of determining compliance with the covenants contained amounts and ratios referred to 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 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 Borrower or Agent (acting upon the request of the Required Lenders), Borrower, 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 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 amendment effected in accordance with this Agreement. “Accounting Change” means (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such 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); provided that, 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 generally accepted accounting principles required by on the promulgation operation of any rulesuch covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), regulation, pronouncement or opinion by then the Financial Accounting Standards Board Borrower’s compliance with such covenant shall be determined on the basis of United States generally accepted accounting principles in effect immediately before the American Institute of Certified Public Accountants or (ii) any relevant change in the application of GAAP by Borrower. Anything such generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in this Agreement a manner satisfactory to the contrary notwithstanding, any obligations of a Person under a lease (whether existing now or entered into in Borrower and 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)Required Banks.

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 Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied GAAP on a basis “consistent basis” with those used in all material respects with the Financial Statements delivered preparation of the financial statements referred to Agent on or before in Section 9.2, as adjusted as appropriate to account for the Closing DateSEC 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 Agent application of accounting principles which do not have a material impact on or before calculating 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 and either the written request of Borrower or Agent 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 (acting upon subject to the request approval of the Required Lenders), Borrower, 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 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 that, until so amended, such Accounting Change will ratio or requirement shall continue to be calculated as if no such Accounting Change had occurred until the effective date of such amendment effected computed in accordance with this Agreement. “Accounting Change” means (i) any GAAP prior to such 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 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. 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)therein.