Common use of Accounting Terms and Principles Clause in Contracts

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio the most recent Financial Statements referred to in Section 6.1 is hereafter required or requirementpermitted by the rules, regulations, pronouncements and either opinions of the Borrower Financial Accounting Standards Board or the Administrative Agent shall so requestAmerican Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate in parties hereto agree to enter into good faith negotiations in order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Loan Parties shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be characterized as an operating lease under GAAP in given effect on the Closing Date (whether until such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and Notwithstanding any other financial ratio hereunderprovision contained herein, all components terms of such calculations an accounting or financial nature used herein shall be adjusted construed, and all computations of amounts and ratios referred to include or exclude, as the case may beherein shall be made, without duplication, such components of such calculations attributable giving effect to any business election under Statement of Financial Account Standards 159 (or assets that have been acquired by any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower Parent or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such periodat “fair value”, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test datedefined therein.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. . No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Holdings shall be given effect for purposes of measuring compliance with any provision of Article VI or VII, calculating the Applicable Margin or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Borrower, Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein 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 (bi) 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 Holdings or its Restricted Subsidiaries at “fair value” and (ii) 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. If at any time any change in GAAP would affect the computation of any financial ratio or requirementrequirement set forth in any Loan Document, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect preserve the original intent thereof in light of such change in to GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Required Lenders); provided, however, that, provided that until so amended (i) until so amended, (A) such ratio or requirement requirements shall continue to be computed in accordance with GAAP, as applicable, GAAP prior to such change therein thereto and (Bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the audited financials statements of Holdings and its Subsidiaries dated December 31, 2016, for all purposes of this Agreement, notwithstanding any change in GAAP and (ii) relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. A breach of a financial covenant contained in Article VII shall be deemed to have occurred as of the avoidance of doubt, (A) the amount last day of any Capital Lease Obligation specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent. (b) For purposes of determining pro forma compliance with any financial covenant as of any date prior to the first date on which such financial covenant is to be tested hereunder, the level of any such financial covenant shall at all times be calculated in accordance with deemed to be the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether covenant level for such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAPfirst test date. (c) For If the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderdetermining such availability or compliance, all components the cash proceeds of such calculations Indebtedness, shall not be adjusted to include included in the calculation, if applicable, of cash or exclude, as cash equivalents included in the case may be, without duplication, such components determination of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateleverage ratio.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower or with the Administrative Agent shall so requestagreement of the Borrower’s Accountants and results in a change in any of the calculations required by this Credit Agreement that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for that would affect a calculation that measures compliance with any calculation required or contemplated herein shall be given effect until such provisions are amended to reflect such changes in GAAP. Notwithstanding anything herein to the avoidance of doubtcontrary, (A) in no event shall the amount of any Capital Lease Obligation shall at all times Indebtedness of any Person be calculated in accordance with the definition for any purpose based on any netting permitted by adoption of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAPFAS No. 159. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderthis Credit Agreement, all components of such calculations (other than Capital Expenditures) shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired or disposed of by the Borrower or any of its Subsidiaries (Subsidiaries, including through Permitted Acquisitions) , after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a utilizing Permitted Pro Forma Basis. For Adjustments; provided that, unless otherwise specified herein, any such financial calculation will be determined (i) based on the avoidance of doubt, when determining Pro Forma Compliance with Article V most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial CovenantStatements), with such adjustments calculated as if the applicable acquisitions or dispositions had been consummated on the first day of such period, and (ii) for purposes of any ratio test set forth in Section 2.9(a)(ii) (Mandatory Prepayments), Section 8.1(k) (Indebtedness), Section 8.5(d) (Restricted Payments), Section 8.6(b)(vii)(A) (Prepayment and Cancellation of Indebtedness) and clause (d) of the definition of “Permitted Acquisition” ”, after giving effect to any incurrence or Article VIII (Negative Covenants), repayment of any Indebtedness since the test set forth in Article V (Financial Covenant) shall apply regardless end of whether any Revolving Credit Commitment remains outstanding on the relevant test datesuch period.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP Agreement Accounting Principles and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAPAgreement Accounting Principles. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or the International Accounting Standards Board, in the case of the IFRS) (or any financial ratio or requirement, successors thereto) and either such change is adopted by the U.S. Borrower or Group with the Administrative Agent shall so requestagreement of its independent public accountants and results in a change in any of the calculations required by Article V, Article VI or Article VIII or in the definition of “Applicable Margin” or “Permitted Acquisition”, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after compliance with such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein covenants by Group and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day determination of the applicable period “Applicable Margin” or the calculation of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth Fixed Charge Coverage Ratio in the definition of “Permitted Acquisition” shall be the same after such change as if such change had not been made; provided, however, that no change in Agreement Accounting Principles that would affect a calculation that measures compliance with any covenant contained in Article V, Article VI or Article VIII (Negative Covenants), or in the test set forth definition of “Applicable Margin” or “Permitted Acquisition” shall be given effect until such provisions are amended to reflect such changes in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateAgreement Accounting Principles.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP Agreement Accounting Principles and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAPAgreement Accounting Principles. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or the International Accounting Standards Board, in the case of the IFRS) (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower or Group with the Administrative Agent shall so requestagreement of its independent public accountants and results in a change in any of the calculations required by Article V, Article VI or Article VIII or in the definition of “Applicable Margin” or “Permitted Acquisition”, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after compliance with such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein covenants by Group and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day determination of the applicable period “Applicable Margin” or the calculation of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth Fixed Charge Coverage Ratio in the definition of “Permitted Acquisition” shall be the same after such change as if such change had not been made; provided, however, that no change in Agreement Accounting Principles that would affect a calculation that measures compliance with any covenant contained in Article V, Article VI or Article VIII (Negative Covenants), or in the test set forth definition of “Applicable Margin” or “Permitted Acquisition” shall be given effect until such provisions are amended to reflect such changes in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateAgreement Accounting Principles.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. (b) If at any time . If, after the date hereof, any change occurs in GAAP or in the application thereof (an “Accounting Change”) and such change would affect cause any amount required to be determined for the computation purposes of any financial ratio the covenants to be maintained or requirementcalculated pursuant to Article 8 or 9 to be materially different than the amount that would be determined prior to such change, and either then the Borrower or will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent shall so requestin conjunction with the next required delivery of financial statements pursuant to Section 8.01. If the Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the application thereof, then the Administrative Agent and the Borrower shall agree that they will negotiate in good faith amendments to amend the provisions of this Agreement that are directly affected by such ratio or requirement so as to equitably reflect such change in GAAP Accounting Change with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition shall be Administrative Agent and the same Borrower after such change in GAAP Accounting Change conform as if such change in GAAP had not been made (subject nearly as possible to the approval their respective positions as of the Requisite Lenders); provideddate of this Agreement and, however, thatuntil any such amendments have been agreed upon, (i) until so amended, (A) the provisions in this Agreement shall be calculated as if no such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein Accounting Change had occurred and (Bii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change in GAAP and (ii) for the avoidance Accounting Change. All components of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations made to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business Acquisition or disposition of assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower based on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding assumptions expressed therein and that were reasonable based on the relevant test dateinformation available to the Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any . No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio statement hereafter adopted by Holdings shall be given effect for purposes of measuring compliance with any provision of Article V or requirementVI unless the Borrowers, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent Agents and the Borrower shall negotiate in good faith Required Lenders agree to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP 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 in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (iior any other Financial Accounting Standard having a similar result or effect) for to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the avoidance last day of doubtany specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent. For purposes of determining (Ai) the amount US Dollar Equivalent of any Capital Lease Obligation shall at all times be calculated Loan and any other amount used in accordance connection with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease calculation of the Borrower Maximum US Revolving Loan Balance and the Maximum Canadian Revolving Loan Balance in connection with (y) any proposed Borrowing (or upon any request for conversion or continuation of any Loan), shall be based upon the Subsidiaries that would US Dollar Equivalent as in effect two (2) Business Days prior to such Borrowing, conversion or continuation or (z) the delivery of a duly completed Borrowing Base Certificate as required by subsection 4.2(d) (including the calculation of Aggregate Availability set forth therein), shall be characterized based upon the US Dollar Equivalent as an operating lease under GAAP in effect on the Closing Date date as of which the Borrowing Bases are calculated pursuant to such Borrowing Base Certificate, (whether such lease is entered into before or after ii) the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or US Dollar Equivalent of any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderamount used in connection with the calculation of the Maximum US Revolving Loan Balance and the Maximum Canadian Revolving Loan Balance in connection with any proposed issuance of a Letter of Credit (or upon any request for the amendment, all components renewal or extension thereof), shall be based upon the US Dollar Equivalent as in effect on the date of such calculations shall issuance, amendment, renewal or extension, and (iii) compliance under each of Articles IV, V and VI, any amount in a currency other than US Dollars will be adjusted to include or excludeconverted, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test datelast Business Day of each Fiscal Quarter or, more frequently as US Agent may require upon the occurrence and during the continuance of an Event of Default.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower with the agreement of the Borrower's Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or the Administrative Agent shall so requestVIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderCovenants), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) . If at any time any change in GAAP would affect results in a change in the computation calculation of the financial covenants or interpretation of related provisions of this Agreement or any financial ratio or requirementother Loan Document, and either then the Borrower or the Administrative Agent shall so requestBorrower, the Administrative Agent and the Borrower shall negotiate in good faith Required Lenders agree to amend such ratio provisions of this Agreement or requirement any other Loan Document so as to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s Credit Parties’ financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, provided that, (i) until so amendedno change in the accounting principles used in the preparation of any financial statement hereafter adopted by Holdings shall be given effect for purposes of measuring compliance with any provision of Article V or VI unless the Borrower, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a written reconciliation, in form reconciliation between the calculations and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made amounts set forth therein before and after giving effect to such change in GAAP 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 in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (iior any other Financial Accounting Standard having a similar result or effect) for the avoidance of doubt, (A) the amount to value any Indebtedness or other Liabilities of any Capital Lease Obligation Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in Article VI shall at all times be calculated in accordance with deemed to have occurred as of any date of determination by the definition Administrative Agent or as of that termthe last day of any specified measurement period, and (B) notwithstanding regardless of when the financial statements reflecting such breach are delivered to the Administrative Agent. Notwithstanding any changes change in GAAP after the Closing Date, any Date that would require lease of the Borrower or the Subsidiaries obligations that would be characterized treated as an operating lease under GAAP in effect on leases as of the Closing Date (whether to be classified and accounted for as capital leases or otherwise reflected on the Credit Parties’ consolidated balance sheet, for the purposes of determining compliance with any covenant contained herein, such lease is entered into before or after obligations shall be treated in the same manner as operating leases are treated as of the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any . No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio statement hereafter adopted by Holdings shall be given effect for purposes of measuring compliance with any provision of Article V or requirementVI unless the Borrower, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith Required Lenders agree to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP 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 in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (iior any other Financial Accounting Standard having a similar result or effect) for the avoidance of doubt, (A) the amount to value any Indebtedness or other liabilities of any Capital Lease Obligation Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in Article VI shall at all times be calculated in accordance with the definition deemed to have occurred as of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease date of determination by Agent or as of the Borrower or last day of any specified Measurement Period, regardless of when the Subsidiaries that would be characterized as an operating lease under GAAP financial statements reflecting such breach are delivered to Agent. Notwithstanding anything contained in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Credit Agreement or any other Loan Document to the contrary, for all purposes under the Credit Agreement, including for purposes of calculating amounts under any Compliance Certificate (and for the calculation of any other amounts defined under Exhibit 4.2(b)), the parties hereto hereby acknowledge and agree that, regardless of the accounting treatment of the real property lease for any particular Site (the “Site Leases”), so long as no Credit Party or Subsidiary of a result Credit Party holds fee title to such Site, the amount of all obligations of any Person under the Site Leases shall be treated as operating lease obligations regardless of the accounting treatment of such changes Site Leases under GAAP.” (l) Schedule 1.1(a) of the Credit Agreement is hereby amended by deleting such schedule in GAAPits entirety and substituting the revised Schedule 1.1(a) attached hereto as Exhibit A therefor. (cm) For purposes of making all financial calculations to determine compliance with Article V (Financial CovenantSchedule 1.1(b) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period Credit Agreement is hereby amended by deleting such schedule in its entirety and substituting the revised Schedule 1.1(b) attached hereto as Exhibit B therefor. (n) Exhibit 11.1(b) of determination the Credit Agreement is hereby amended by deleting such schedule in its entirety and prior to substituting the end of such period, revised Exhibit 11.1(b) attached hereto as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateExhibit C therefor.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any . No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio statement hereafter adopted by Partnership shall be given effect for purposes of measuring compliance with any provision of Article V or requirementVI unless Borrowers, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith Required Lenders agree to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for GAAP. For the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated doubt and in accordance with the definition of foregoing sentence, to the extent that term, and (B) notwithstanding any changes a change in GAAP after the Closing Datedate hereof requires operating leases (as opposed to capital leases) to be treated as “indebtedness”, no such change in GAAP shall be given effect for any lease of purposes under the Borrower or the 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 or a Capital Lease Obligation under this Loan Agreement or any other Loan Document Documents, and Indebtedness hereunder shall not include any such obligations under operating leases solely as a result of such changes change in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and . Notwithstanding any other financial ratio hereunderprovision contained herein, all components terms of such calculations an accounting or financial nature used herein shall be adjusted construed, and all computations of amounts and ratios referred to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial CovenantAccounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in Article VI shall apply be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of whether any Revolving Credit Commitment remains outstanding on when the relevant test datefinancial statements reflecting such breach are delivered to Agent.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto (including to this Agreement shall be prepared in conformity with, GAAP, applied in a consistent manner. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent or any of its Subsidiaries shall be given effect for purpose purposes of measuring compliance with any provision of Article V (Financial Covenant)) shallIX, including Section 9.14, or otherwise in this Agreement unless expressly otherwise provided hereinParent, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate Required Lenders agree in good faith writing to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP 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 in Article IX shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (iior any other Financial Accounting Standard having a similar result or effect) for the avoidance of doubt, (A) the amount to value any Indebtedness or other liabilities of any Capital Lease Obligation Credit Party or any Subsidiary of any Credit Party at “fair value”. A breach of a Financial Performance Covenant shall at all times be calculated deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in accordance with this Agreement to the definition contrary notwithstanding, any obligation of that term, and a Person under a lease (B) notwithstanding any changes in GAAP whether existing as of the Closing Date or entered into after the Closing Date, any ) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of the Borrower or the Subsidiaries that would be characterized as an operating lease such Person under GAAP as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (whether such lease is entered into before x) the adoption of any changes in, or (y) changes in the application of, GAAP after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) . If at any time any change in GAAP would affect results in a change in the computation calculation of the financial covenants or interpretation of related provisions of this Agreement or any financial ratio or requirementother Loan Document, and either then the Borrower or the Administrative Agent shall so requestBorrower, the Administrative Agent and the Borrower shall negotiate in good faith Required Lenders agree to amend such ratio or requirement provisions of this Agreement so as to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to made; provided that no change in the approval accounting principles used in the preparation of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio any financial statement hereafter adopted by Holdings or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to be given effect for purposes of measuring compliance with any provision of Article V or VI unless (and until) the Administrative Borrower, Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless (and until) such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a written reconciliation, in form reconciliation between the calculations and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made amounts set forth therein before and after giving effect to such change in GAAP and (ii) for the avoidance GAAP. Notwithstanding any other provision contained herein, all terms of doubt, (A) the amount of any Capital Lease Obligation an accounting or financial nature used herein shall at all times be calculated in accordance with the definition of that termconstrued, and all computations of amounts and ratios referred to in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of such changes any Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations VI shall be adjusted deemed to include or exclude, have occurred as of the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first last day of the applicable period of determination and prior to the end of such any specified measurement period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on when the relevant test datefinancial statements reflecting such breach are delivered to Agent.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto (including to this Loan Agreement shall be prepared in conformity with, Applicable Accounting Standards, applied in a manner consistent with that used in preparing the Historical Financial Statements, except as otherwise specifically prescribed herein. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Spark or any of its Subsidiaries shall be given effect for purpose purposes of measuring compliance with any provision of Article V (Financial Covenant)) shallIX, including Section 9.13, or otherwise in this Loan Agreement unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement, and either the Borrower or the Administrative Agent shall so requestSpark, the Administrative Agent and the Borrower shall negotiate Required Lenders agree in good faith writing to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s Applicable Accounting Standards and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP Applicable Accounting Standards. 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 in Article IX 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”. A breach of a financial covenant contained in Article IX shall be deemed to have occurred as of any date of determination by the Administrative Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered or required to be delivered to any Agent or any Lender. In addition, (i) any lease treated as an operating lease on the date it is entered into shall continue to be treated as an operating lease during the term of this Loan Agreement notwithstanding a change in the treatment thereof to a Capitalized Lease in accordance with any change in Applicable Accounting Standards, and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any real property or real estate lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted not be deemed to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on be a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateCapitalized Lease.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to be made pursuant hereto and computations thereunder (including for purpose of measuring compliance with Article V (Financial Covenant)under Section 10 and any definitions used in such calculations) shallshall be made, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Borrower and its Subsidiaries, in each case without duplication. (b) If at any time any change in GAAP or the application thereof would affect the computation of any financial term, covenant, ratio or requirementrequirement set forth in any Loan Document, and either the Borrower or the Administrative Agent Lender shall so request, the Administrative Agent Lender and the Borrower shall negotiate in good faith to amend such term, covenant, ratio or requirement so as to equitably reflect preserve the original intent thereof set forth in the applicable Loan Document in light of such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)or application thereof; provided, however, provided that, (i) until so amended, (Ai) such term, covenant, ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, GAAP prior to such change therein and (Bii) the Borrower shall provide to the Administrative Agent Lender financial statements, Compliance Certificates and the Lenders other documents required under this Agreement or as reasonably requested hereunder setting forth a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, reconciliation between calculations of such term, covenant, ratio or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAPapplication thereof. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior Notwithstanding anything to the end of such periodcontrary contained herein, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in change to GAAP that would require operating leases to be treated similarly to Capital Lease Obligations shall not be given effect to the definition of “Permitted Acquisition” Indebtedness or Article VIII (Negative Covenants), any related definitions or in the test set forth in Article V (Financial Covenant) shall apply regardless computation of whether any Revolving Credit Commitment remains outstanding on the relevant test datefinancial ratio or requirement hereunder.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial CovenantCovenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower with the agreement of the Group Member’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or the Administrative Agent shall so requestVIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed that no change in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any including proposed changes in GAAP after with respect to the Closing Datetreatment of operating leases and capital leases, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderCovenants), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries Group Members (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with 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 (bi) If any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other 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, (ii) any time treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) Accounting Standards Codification 842, Leases (or any other Accounting Standards Codification having similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement) would be required to be treated as a capital lease thereunder where such lease (or arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of such Accounting Standards Codification. No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio statement hereafter adopted by any Loan Party or requirementany of its Subsidiaries shall be given effect for purposes of measuring compliance with any provision of this Agreement or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Borrower and the Required Lenders agree to modify such provisions to reflect such changes in GAAP, and either the Borrower or the Administrative Agent shall so requestunless such provisions are modified, the Administrative Agent all financial statements and the Borrower shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP construed, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto to this Loan Agreement (including for purpose of measuring compliance with Article V (Financial Covenant)Section 8.01) shallshall be prepared by an Authorized Officer, unless expressly otherwise provided herein, be made in conformity with GAAP. , consistently applied, (b) If at any time any in each case, except as otherwise specifically prescribed herein). No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio or requirement, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired statement hereafter adopted by the Borrower or any of its Subsidiaries shall be given effect for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Loan Agreement in each case, unless the Borrower, the Administrative Agent and Required Lenders agree in writing to modify such provisions to reflect such changes and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change. 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 in Article IX 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”. A breach of a financial covenant contained in Article IX shall be deemed to have occurred as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered or required to be delivered to any Agent or any Lender. In addition, any lease treated as an operating lease on the date it is entered into shall continue to be treated as an operating lease during the term of this Loan Agreement notwithstanding a change in the treatment thereof to a Capitalized Lease in accordance with any change in GAAP. Notwithstanding anything to the contrary contained herein, all obligations of any Person that are or would have been treated as operating leases (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the for avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenantany network lease or any operating indefeasible right of use) for purposes of any ratio test set forth GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Loan 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 (on a prospective or retroactive basis or otherwise) to be treated as Capital Lease Obligations in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test datefinancial statements to be delivered pursuant to Section 8.01.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower with the agreement of the Borrower’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or the Administrative Agent shall so requestVIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of that would affect a calculation that measures compliance with any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease provision of the Borrower or the Subsidiaries that would Loan Documents shall be characterized as an operating lease under GAAP in given effect on the Closing Date (whether until such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial CovenantCovenants) and any other financial ratio hereunderor Article VIII (Negative Covenants), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations and computations thereunder (including under Section 10 and any definitions used in such calculations) shall be made, in accordance with GAAP; provided that, for purposes of determining compliance with any covenant contained in Section 9 or the existence of any Default or Event of Default under Section 11, in determining whether any lease is required to be made pursuant hereto (including accounted for purpose of measuring compliance with Article V (Financial Covenant)) shallas a capital lease or an operating lease, unless expressly otherwise provided herein, such determination shall be made based on GAAP as in conformity with GAAP. effect prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of Accounting Standards Update No. 2016-02. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Borrower and its Subsidiaries, in each case without duplication. If the Borrower requests an amendment to any provision hereof to eliminate the effect of (ba) If at any time any change in GAAP would affect or the computation application thereof or (b) the issuance of any financial ratio new accounting rule or requirementguidance or in the application thereof, in either case, occurring after the date of this Agreement, then the Lenders and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall agree that they will negotiate in good faith amendments to amend such ratio or requirement so as to equitably reflect the provisions of this Agreement that are directly affected by such change in GAAP or issuance with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition shall be Lenders and the same Borrower after such change in GAAP or issuance conform as if such change in GAAP had not been made (subject nearly as possible to the approval their respective positions as of the Requisite Lenders); provideddate of this Agreement and, however, that, until any such amendments have been agreed upon (i) until so amended, (A) such ratio or requirement the provisions in this Agreement shall continue to be computed in accordance with GAAP, calculated as applicable, prior to if no such change therein or issuance has occurred and (Bii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative AgentLenders, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAPissuance. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower with the agreement of the Group Member’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenant) or the Administrative Agent shall so requestVIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed that no change in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio including proposed or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any actual changes in GAAP after with respect to the Closing Datetreatment of operating leases and capital leases, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation or treatment that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenant) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP.. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (c) For purposes of making all financial calculations hereunder, including to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries Group Members (including through Permitted Acquisitions) (i) on or after the first day of the applicable period of determination and on or prior to the end of such periodperiod or (ii) subsequent to the applicable period of determination and prior to, or simultaneously with, the event for which the calculation of any such financial calculation shall be calculated, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial CovenantCovenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower with the agreement of the Borrower’s Accountants and results in a change in any of the calculations of the Borrowing Base or in any of the Administrative Agent shall so requestcalculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderCovenants), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to be made pursuant hereto and computations thereunder (including for purpose of measuring compliance with Article V (Financial Covenant)under Section 10 and any definitions used in such calculations) shallshall be made, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. . Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for Parent and its Subsidiaries, in each case without duplication. If Parent or the Borrower requests an amendment to any provision hereof to eliminate the effect of (ba) If at any time any change in GAAP would affect or the computation application thereof or (b) the issuance of any financial ratio new accounting rule or requirementguidance or in the application thereof, and in either case, occurring after the Borrower or Closing Date, then the Administrative Agent shall so requestLenders, the Administrative Agent Parent and the Borrower shall agree that they will negotiate in good faith amendments to amend such ratio or requirement so as to equitably reflect the provisions of this Agreement that are directly affected by such change in GAAP or issuance with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition shall be Lenders, Parent and the same Borrower after such change in GAAP or issuance conform as if such change in GAAP had not been made (subject nearly as possible to the approval their respective positions as of the Requisite Lenders); providedClosing Date and, however, thatuntil any such amendments have been agreed upon, (i) until so amended, (A) such ratio or requirement the provisions in this Agreement shall continue to be computed in accordance with GAAP, calculated as applicable, prior to if no such change therein or issuance has occurred and (Bii) Parent and the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative AgentLenders, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change or issuance. Notwithstanding anything herein to the contrary, for purposes of Section 9 hereof and any other negative covenant in GAAP and the Loan Documents (ii) but not, for the avoidance of doubtdoubt any financial reporting obligations under the Loan Documents), (A) with respect to the amount accounting for leases as either operating leases or capital leases and the impact of any Capital Lease Obligation shall at all times be calculated such accounting in accordance with FASB ASC 842 on the definition of that termdefinitions and covenants contained herein, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderDecember 31, all components of such calculations 2018, shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateapplied.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to be made pursuant hereto and computations thereunder (including for purpose of measuring compliance with Article V (Financial Covenant)under Section 10 and any definitions used in such calculations) shallshall be made, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. . Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Borrower and its Subsidiaries, in each case without duplication. If the Borrower requests an amendment to any provision hereof to eliminate the effect of (ba) If at any time any change in GAAP would affect or the computation application thereof or (b) the issuance of any financial ratio new accounting rule or requirementguidance or in the application thereof, in each case, occurring after the date of this Agreement, then the Lenders and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall agree that they will negotiate in good faith amendments to amend such ratio or requirement so as to equitably reflect the provisions of this Agreement that are directly affected by such change in GAAP or issuance with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition shall be the same Lenders and Borrower after such change in GAAP or issuance conform as if such change in GAAP had not been made (subject nearly as possible to the approval their respective positions as of the Requisite Lenders); provideddate of this Agreement and, however, thatuntil any such amendments have been agreed upon, (i) until so amended, (A) such ratio or requirement the provisions in this Agreement shall continue to be computed in accordance with GAAP, calculated as applicable, prior to if no such change therein or issuance has occurred and (Bii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative AgentLenders, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change or issuance. Notwithstanding any other provision contained in GAAP and (ii) for the avoidance this Agreement, all terms of doubt, (A) the amount of any Capital Lease Obligation an accounting or financial nature used herein shall at all times be calculated in accordance with the definition of that termconstrued, and (B) notwithstanding all computations of amounts and ratios referred to herein shall be made, without giving effect to any changes in change to GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into occurring before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document Date as a result of such changes in GAAP. ASU 2016-02, Leases (cTopic 842) For purposes of making all financial calculations to determine compliance with Article V (issued by the Financial Covenant) and Accounting Standards Board or any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired proposals issued by the Borrower Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or any of its Subsidiaries similar arrangement conveying the right to use) as a capital lease where such lease (including through Permitted Acquisitionsor similar arrangement) after the first day of the applicable period of determination and was not required to be so treated under GAAP as in effect prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test datechange.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP construed, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto to this Loan Agreement (including for purpose of measuring compliance with Article V Section 8.01) shall be prepared by an Authorized Officer (Financial Covenant)a) shallprior to achieving Reporting Compliance, unless expressly otherwise provided herein, using such Authorized Officer’s good faith efforts to be made in conformity with GAAP. , and otherwise in conformity with past practice, in each case consistently applied and (b) If at any time any after achieving Reporting Compliance, in conformity with GAAP, consistently applied, (in each case, except as otherwise specifically prescribed herein). No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio or requirement, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired statement hereafter adopted by the Borrower or any of its Subsidiaries shall be given effect for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Loan Agreement in each case, other than changes that occur in connection with the Borrower achieving Reporting Compliance to conform to GAAP unless the Borrower, the Administrative Agent and Required Lenders agree in writing to modify such provisions to reflect such changes and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change. 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 in Article IX 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”. A breach of a financial covenant contained in Article IX shall be deemed to have occurred as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered or required to be delivered to any Agent or any Lender. In addition, any lease treated as an operating lease on the date it is entered into shall continue to be treated as an operating lease during the term of this Loan Agreement notwithstanding a change in the treatment thereof to a Capitalized Lease in accordance with any change in GAAP. Notwithstanding anything to the contrary contained herein, all obligations of any Person that are or would have been treated as operating leases (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the for avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenantany network lease or any operating indefeasible right of use) for purposes of any ratio test set forth GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose 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 (on a prospective or retroactive basis or otherwise) to be treated as Capital Lease Obligations in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test datefinancial statements to be delivered pursuant to Section 8.01.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) Section 6.01 shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of any the most recent financial ratio statements referred to in Section 6.02(a) is hereafter required or requirementpermitted by the rules, regulations, pronouncements and either opinions of the Borrower Financial Accounting Standards Board or the Administrative Agent shall so requestAmerican Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by LiventArcadium with the agreement of the Livent’sArcadium’s Accountants and results in a change in any of the calculations required by Article V (Representations and Warranties or Section 6.01 had such accounting change not occurred, for purposes of the Administrative Agent calculation of such covenants and the Borrower shall negotiate in good faith to amend definitions related thereto, such ratio or requirement so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition calculation shall be the same after such change in made using GAAP as if such change used by each Borrower in GAAP had not been made its December 31, 2021 financial statements. (subject c) 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 the approval in Article VI (Covenants of the Requisite Lenders); providedCompany) shall be made, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after without giving effect to such change in GAAP and any election under Accounting Standards Codification 825-10 (iior any other Financial Accounting Standard having a similar result or effect) for the avoidance of doubt, (A) the amount to value any Indebtedness or other liabilities of any Borrower or any of its respective Restricted Subsidiaries at “fair value”. (d) Notwithstanding anything to the contrary contained in this Section 1.03 or in the definitions of “Capital Lease Obligation Obligations” or “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Leases in conformity with GAAP on the date hereof shall at all times be calculated in accordance with the definition of that termconsidered Capital Leases, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as a result of such changes applicable, in GAAP. accordance therewith (c) For purposes of making provided, that together with all financial calculations statements delivered to determine compliance the Administrative Agent in accordance with Article V (Financial Covenant) and any other financial ratio hereunder, all components the terms of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) this Agreement after the first day date of any such accounting change, the applicable period of determination and Borrowers shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenantsaccounting change), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial CovenantCovenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements delivered under Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower with the agreement of the Borrower's Accountants and results in a change in any of the calculations required by the definition of "Applicable Margin" or the Administrative Agent shall so request"Applicable Unused Commitment Fee Rate," Section 2.10(b) (Excess Cash Flow), Article V (Financial Covenants) or Article VIII (Negative Covenants) had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateArticle VIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations Except as expressly set forth herein to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderthe contrary, all components references to amounts denominated in any Optional Currency shall mean and be a reference to such amount in the Dollar Equivalent of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test datecurrency.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)Section 5) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of any the most recent financial ratio statements referred to in Section 6.1 is hereafter required or requirementpermitted by the rules, regulations, pronouncements and either opinions of the Borrower Financial Accounting Standards Board or the Administrative Agent shall so requestAmerican Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the MLP with the agreement of the MLP’s independent certified public accountants and results in a change in any of the calculations required by Sections 5 or 7 that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Parent Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would affect a calculation that measures compliance with any covenant contained in Sections 5 or 7 shall be characterized as an operating lease under GAAP in given effect on the Closing Date (whether until such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and Notwithstanding any other financial ratio hereunderprovision contained herein, all components terms of such calculations an accounting or financial nature used herein shall be adjusted construed, and all computations of amounts and ratios referred to include or exclude, as the case may be, herein shall be made (i) without duplication, such components of such calculations attributable giving effect to any business election under Accounting Standards Codification 000-00-00 (or assets that have been acquired by the any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Borrower or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of its Subsidiaries Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (including through Permitted Acquisitionsor any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date and any similar lease entered into after the first day of the applicable period of determination Effective Date by such Person shall be accounted for as obligations relating to an operating lease and prior to the end of such period, not as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateCapital Lease Obligations.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. (b) If at any time . If, after the date hereof, any change occurs in GAAP or in the application thereof (an “Accounting Change”) and such change would affect cause any amount required to be determined for the computation purposes of any financial ratio the covenants to be maintained or requirementcalculated pursuant to Article 8 or 9 to be materially different than the amount that would be determined prior to such change, and either the then Borrower or will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent shall so requestin conjunction with the next required delivery of financial statements pursuant to Section 8.01. If Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the application thereof, then the Administrative Agent and the Borrower shall agree that they will negotiate in good faith amendments to amend the provisions of this Agreement that are directly affected by such ratio or requirement so as to equitably reflect such change in GAAP Accounting Change with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition Administrative Agent and Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, (a) the provisions in this Agreement shall be the same after such change in GAAP calculated as if no such change in GAAP Accounting Change had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein occurred and (Bb) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change in GAAP and (ii) for the avoidance Accounting Change. All components of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations made to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business Acquisition or disposition of assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower based on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding assumptions expressed therein and that were reasonable based on the relevant test dateinformation available to Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any . No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio or requirement, and either statement hereafter adopted by the Borrower shall be given effect for purposes of measuring compliance with any provision of Article V or VI unless the Administrative Agent shall so requestBorrower, the Administrative Agent and the Borrower shall negotiate in good faith Required Lenders agree to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for GAAP; provided that notwithstanding the avoidance of doubtforegoing or anything to the contrary herein, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease leases of the Borrower or the Subsidiaries and its restricted subsidiaries that would be characterized are treated as an operating lease under leases for purposes of GAAP in effect on the Closing Date shall continue to be accounted for as operating leases regardless of any change in, or in the application of, GAAP following such date that would otherwise require such leases to be treated as capital leases. 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 in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (whether or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other Liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such lease breach are delivered to Agent. (a) For purposes of determining pro forma compliance with any financial covenant as of any date prior to June 30, 2022, such provision shall assume that the relevant Test Period is entered into before the Test Period ending on March 31, 2022, and the level of any such financial covenant shall be deemed to be the covenant level for the Test Period ending March 31, 2022, and (b) if the availability of Indebtedness under this Agreement, or after other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the Closing Date) purposes of determining such availability or compliance, the cash proceeds of such Indebtedness shall not constitute be included in the calculation, if applicable, of cash or cash equivalents included in the determination of such leverage ratio; provided that, to the extent the proceeds of any such Indebtedness are to be used to repay other Indebtedness, the foregoing shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments. Notwithstanding anything to the contrary contained herein, any obligation of a Person under a lease that is not (or would not be) required to be classified and accounted for as a Capital Lease Obligation on a balance sheet of such Person under this Agreement or any other Loan Document GAAP as in effect and implemented on June 26, 2019 shall not be treated as a Capital Lease as a result of such the adoption of changes in GAAP or changes in the application of GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any . No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio statement hereafter adopted by Partnership shall be given effect for purposes of measuring compliance with any provision of Article V or requirementVI unless Borrower, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith Required Lenders agree to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for GAAP. For the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated doubt and in accordance with the definition of foregoing sentence, to the extent that term, and (B) notwithstanding any changes a change in GAAP after the Closing Datedate hereof requires operating leases (as opposed to capital leases) to be treated as “indebtedness”, no such change in GAAP shall be given effect for any lease of purposes under the Borrower or the 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 or a Capital Lease Obligation under this Loan Agreement or any other Loan Document Documents, and Indebtedness hereunder shall not include any such obligations under operating leases solely as a result of such changes change in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and . Notwithstanding any other financial ratio hereunderprovision contained herein, all components terms of such calculations an accounting or financial nature used herein shall be adjusted construed, and all computations of amounts and ratios referred to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial CovenantAccounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in Article VI shall apply be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of whether any Revolving Credit Commitment remains outstanding on when the relevant test datefinancial statements reflecting such breach are delivered to Agent.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any . No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio or requirement, and either statement hereafter adopted by the Borrower or its Subsidiaries shall be given effect for purposes of measuring compliance with any provision of this Agreement or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Administrative Agent shall so request, the Administrative Agent Borrower and the Borrower shall negotiate in good faith Required Lenders agree to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s GAAP, and unless such provisions are modified, all financial condition statements and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP GAAP. Notwithstanding any other provision contained herein or in any other Loan Document, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents shall be made, without giving effect to (iia) for the avoidance any election under Statement of doubt, Financial Accounting Standards No. 159 (ACodification of Accounting Standards 825 10) the amount (or any other Codification of Accounting Standards or Statement of Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Capital Lease Obligation Loan Party or any Subsidiary at “fair value,” as defined therein, or (b) any treatment of Indebtedness in respect of convertible debt instruments under Codification of Accounting Standards 470-20 (or any other Codification of Accounting Standards or Statement of 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 calculated valued at the full stated principal amount thereof. A breach of a financial covenant contained in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease Section 5.3 shall be deemed to have occurred as of the Borrower or last day of any specified measurement period, regardless of when the Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether financial statements reflecting such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable breach are delivered to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateSecured Party.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. (b) If at any time . If, after the date hereof, any change occurs in GAAP or in the application thereof (an “Accounting Change”) and such change would affect cause any amount required to be determined for the computation purposes of any financial ratio the covenants to be maintained or requirementcalculated pursuant to Article 8 or 9 to be materially different than the amount that would be determined prior to such change, and either then the Borrower or will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent shall so requestin conjunction with the next required delivery of financial statements pursuant to Section 8.01. If the Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the application thereof, then the Administrative Agent and the Borrower shall agree that they will negotiate in good faith amendments to amend the provisions of this Agreement that are directly affected by such ratio or requirement so as to equitably reflect such change in GAAP Accounting Change with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition Administrative Agent and the Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, (a) the provisions in this Agreement shall be the same after such change in GAAP calculated as if no such change in GAAP Accounting Change had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein occurred and (Bb) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change in GAAP and (ii) for the avoidance Accounting Change. All components of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations made to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business Acquisition or disposition of assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower based on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding assumptions expressed therein and that were reasonable based on the relevant test dateinformation available to the Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto (including to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Historical Financial Statements, except as otherwise specifically prescribed herein. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent or any of its Subsidiaries shall be given effect for purpose purposes of measuring compliance with any provision of Article V (Financial Covenant)) shallIX, including Section 9.13, or otherwise in this Agreement unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement, and either the Borrower or the Administrative Agent shall so requestBorrower, the Administrative Agent and the Borrower shall negotiate Required Lenders agree in good faith writing to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP 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 in Article IX shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (iior any other Financial Accounting Standard having a similar result or effect) for the avoidance of doubt, (A) the amount to value any Indebtedness or other liabilities of any Capital Lease Obligation Credit Party or any Subsidiary of any Credit Party at “fair value”. A breach of a financial covenant contained in Article IX shall at all times be calculated deemed to have occurred as of any date of determination by the Administrative Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in accordance with this Agreement to the definition contrary notwithstanding, any obligation of that term, and a Person under a lease (B) notwithstanding any changes in GAAP whether existing as of the Closing Date or entered into after the Closing Date, any ) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of the Borrower or the Subsidiaries that would be characterized as an operating lease such Person under GAAP as in effect on the Closing Date shall not be treated as a Capital Lease solely as a result of (whether such lease is entered into before x) the adoption of any changes in, or (y) changes in the application of, GAAP after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. (b) If at any time IFRS. If, after the date hereof, any change occurs in GAAP IFRS or in the application thereof (an “Accounting Change”) and such change would affect cause any amount required to be determined for the computation purposes of any financial ratio the covenants to be maintained or requirementcalculated pursuant to Article 8 or 9 to be materially different than the amount that would be determined prior to such change, and either then the Administrative Borrower or will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent shall so requestin conjunction with the next required delivery of financial statements pursuant to Section 8.01. If the Administrative Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Effective Date or in the application thereof on the operation of such provision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the application thereof, then the Administrative Agent and the Administrative Borrower shall agree that they will negotiate in good faith amendments to amend the provisions of this Agreement that are directly affected by such ratio or requirement so as to equitably reflect such change in GAAP Accounting Change with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition shall be Administrative Agent and the same Administrative Borrower after such change in GAAP Accounting Change conform as if such change in GAAP had not been made (subject nearly as possible to the approval their respective positions as of the Requisite Lenders); provideddate of this Agreement and, however, thatuntil any such amendments have been agreed upon, (i) until so amended, (A) the provisions in this Agreement shall be calculated as if no such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein Accounting Change had occurred and (Bii) the Administrative Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change in GAAP and (ii) for the avoidance Accounting Change. All components of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations made to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business Acquisition or disposition of assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Administrative Borrower based on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding assumptions expressed therein and that were reasonable based on the relevant test dateinformation available to the Administrative Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio the most recent Financial Statements referred to in Section 6.1 is hereafter required or requirementpermitted by the rules, regulations, pronouncements and either opinions of the Borrower Financial Accounting Standards Board or the Administrative Agent shall so requestAmerican Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate in parties hereto agree to enter into good faith negotiations in order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Credit Parties shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be characterized as an operating lease under GAAP in given effect on the Closing Date (whether until such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and Notwithstanding any other financial ratio hereunderprovision contained herein, all components terms of such calculations an accounting or financial nature used herein shall be adjusted construed, and all computations of amounts and ratios referred to include or exclude, as the case may beherein shall be made, without duplication, such components of such calculations attributable giving effect to any business election under Statement of Financial Account Standards 159 (or assets that have been acquired by any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower Parent or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such periodat “fair value”, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test datedefined therein.

Accounting Terms and Principles. (a) Except as set forth belowotherwise expressly provided, all accounting terms not specifically defined herein shall terms, principles and calculations applicable to the Credit Facility will be construed interpreted, applied and calculated, as the case may be, in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any If: (i) there occurs a material change in generally accepted accounting principles, including as a result of a conversion to International Financial Reporting Standards; or (ii) the Borrower or any of the Restricted Subsidiaries adopts a material change in an accounting policy in order to more appropriately present events or transactions in its financial statements; and the above change would require disclosure under GAAP in the consolidated financial statements of the Borrower and would affect cause an amount required to be determined for the computation purposes of a financial covenant under Section 8.3 (a “Financial Covenant”) to be materially different than the amount that would be determined without giving effect to such change, the Borrower shall notify the Agent of such change (an “Accounting Change”). Such notice (an “Accounting Change Notice”) shall describe the nature of the Accounting Change, its effect on the current and immediately prior year’s financial statements in accordance with GAAP and state whether the Borrower desires to revise the method of calculating one or more of the Financial Covenants (including the revision of any financial ratio of the defined terms used in the determination of such Financial Covenant) in order that amounts determined after giving effect to such Accounting Change and the revised method of calculating such Financial Covenant will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating such Financial Covenant. The Accounting Change Notice shall be delivered to the Agent within 60 days of the end of the Fiscal Quarter in which the Accounting Change is implemented or, if such Accounting Change is implemented in the fourth Fiscal Quarter or requirementin respect of an entire Fiscal Year, and within 120 days of the end of such period. (c) If, pursuant to the Accounting Change Notice, the Borrower does not indicate that it desires to revise the method of calculating one or more of the Financial Covenants, the Majority Lenders may within 30 days of receipt of the Accounting Change Notice, notify the Borrower that they wish to revise the method of calculating one or more of the Financial Covenants in the manner described above. (d) If either the Borrower or the Administrative Agent shall Majority Lenders so requestindicate that they wish to revise the method of calculating one or more of the Financial Covenants, the Administrative Agent Borrower and the Borrower Majority Lenders shall negotiate in good faith attempt to amend such ratio or requirement so as to equitably reflect such change in GAAP with agree on a revised method of calculating the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); providedFinancial Covenants. If, however, thatwithin 30 days of the foregoing notice by the Borrower or the Majority Lenders of their desire to revise the method of calculating one or more of the Financial Covenants, (i) until so amendedthe Borrower and the Majority Lenders have not reached agreement in writing on such revised method of calculation, (A) such ratio or requirement method of calculation shall continue not be revised and all amounts to be computed determined thereunder shall be determined without giving effect to the Accounting Change. For greater certainty, if no notice of a desire to revise the method of calculating the Financial Covenants in accordance with GAAPrespect of an Accounting Change is given by either the Borrower or the Majority Lenders within the applicable time period described above, as applicable, prior the method of calculating the Financial Covenants shall not be revised in response to such change therein Accounting Change and (B) the Borrower shall provide all amounts to be determined pursuant to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and Financial Covenants shall be determined after giving effect to such change Accounting Change. (e) If a Compliance Certificate is delivered in GAAP and (ii) for respect of a Fiscal Quarter or Fiscal Year in which an Accounting Change is implemented without giving effect to any revised method of calculating any of the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that termFinancial Covenants, and (B) notwithstanding any changes in GAAP after subsequently, as provided above, the Closing Date, any lease method of calculating one or more of the Borrower Financial Covenants is revised in response to such Accounting Change, or the Subsidiaries that would amounts to be characterized as an operating lease under GAAP in determined pursuant to any of the Financial Covenants are to be determined without giving effect on to such Accounting Change, the Closing Date (whether such lease is entered into before Borrower shall deliver a revised Compliance Certificate. Any Default or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document Event of Default which arises as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) the Accounting Change and any other financial ratio hereunder, all components of such calculations which is cured by this Section 1.9 shall be adjusted deemed to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test datenever occurred.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Borrower shall be given effect for purposes of measuring compliance with any provision of Article VI or VII, calculating the Applicable Margin or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Borrower, Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein 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 (i) 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 Credit Party or any Subsidiary of any Credit Party at “fair value”, (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) the effects of Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) on capital lease and debt obligations. A breach of a financial covenant contained in Article VII shall be deemed to have occurred as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent. (b) For purposes of determining pro forma compliance with any financial covenant as of any date prior to the first date on which such financial covenant is to be tested hereunder, the level of any such financial covenant shall be deemed to be the covenant level for such first test date. (c) If at the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the purposes of determining such availability or compliance, the cash proceeds of such Indebtedness, shall not be included in the calculation, if applicable, of cash or cash equivalents included in the determination of such leverage ratio. (d) If any time any “Accounting Changes” (as defined below) occur and such changes result in a change in GAAP would affect the computation calculation of the financial covenants, standards or terms used in this Agreement or any financial ratio or requirementother Loan Document, then Borrower and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in Lenders agree to enter into good faith negotiations in order to amend such ratio or requirement provisions of this Agreement so as to equitably reflect such change in GAAP Accounting Changes with the desired result that the criteria for evaluating the Borrower’s Loan Parties’ and their Subsidiaries’ financial condition shall be the same consistent in all material respects after such change in GAAP Accounting Changes as if such change in GAAP Accounting Changes had not been made (subject to the approval of the Requisite Lenders)made; provided, however, thatthat the agreement of Required Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. “Accounting Changes” means (a) 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 (i) until so amendedor successor thereto or any agency with similar functions). If Borrower and Required Lenders agree upon amendments pursuant to the foregoing, (A) then after appropriate amendments have been executed and the underlying Accounting Change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document shall, only to the extent of such ratio or requirement shall continue Accounting Change, refer to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and consistently applied after giving effect to the implementation of such change in GAAP Accounting Change. If Agent, Borrower and (ii) for Required Lenders cannot agree upon amendments pursuant to the avoidance foregoing, then until such agreement is reached, all financial statements delivered and all calculations of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated financial covenants and other standards and terms in accordance with this Agreement and the definition other Loan Documents shall be prepared, delivered and made without regard to the underlying Accounting Change. Without limiting the foregoing, in the event of an accounting change requiring all leases to be capitalized, only those leases that termwould constitute Capital Leases in conformity with GAAP on the date hereof shall be considered Capital Leases, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation all calculations and deliverables under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include made or excludedelivered, as the case may beapplicable, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateaccordance therewith.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement, and either the Borrower Company or the Administrative Agent shall so request, the Administrative Agent and the Borrower Company shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect preserve the original intent thereof in light of such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (Ai) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (Bii) the Borrower Company shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of this Agreement, all references to Holdings or the Company shall give effect to the Merger. (d) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower Company or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower Company on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto (including to this Agreement shall be prepared in conformity with, GAAP, applied in a consistent manner. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent or any of its Subsidiaries shall be given effect for purpose purposes of measuring compliance with any provision of Article V (Financial Covenant)) shallIX, including Section 9.14, or otherwise in this Agreement unless expressly otherwise provided hereinParent, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate Required Lenders agree in good faith writing to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP 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 in Article IX shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (iior any other Financial Accounting Standard having a similar result or effect) for the avoidance of doubt, (A) the amount to value any Indebtedness or other liabilities of any Capital Lease Obligation Credit Party or any Subsidiary of any Credit Party at “fair value”. A breach of a Financial Performance Covenant shall at all times be calculated deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in accordance with this Agreement to the definition contrary notwithstanding, any obligation of that term, and a Person under a lease (B) notwithstanding any changes in GAAP whether existing as of the Closing Date or entered into after the Closing Date, any ) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of the Borrower or the Subsidiaries that would be characterized as an operating lease such Person under GAAP as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (whether such lease is entered into before x) the adoption of any changes in, or (y) changes in the application of, GAAP after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.​

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial CovenantCovenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or requirementpermitted by the rules, regulations, pronouncements and either opinions of the Borrower Financial Accounting Standards Board or the Administrative Agent shall so requestAmerican Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Company with the agreement of the Company's Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith in order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrowers shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderCovenants), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower Company or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower Company on a Pro Forma Basis. . (d) For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of this Agreement, all references to the Company and its Subsidiaries relating to any ratio test set forth in period prior to the definition consummation of “Permitted Acquisition” or Article VIII (Negative Covenants)the Spin-off, shall be to the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateBusiness.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto (to this Agreement shall be prepared in conformity with, IFRS, applied in a consistent manner. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Borrower or any of its Subsidiaries, including pursuant to a Change in Accounting Principles, shall be given effect for purpose purposes of measuring compliance with any provision of Article V (Financial Covenant)) shallIX, including Section 9.13, or otherwise in this Agreement unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement, Borrower and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate agree in good faith writing to amend modify such ratio or requirement so as provisions to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s changes, and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change change. 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 in GAAP and Article IX shall be made, without giving effect to any election ‎under Accounting Standards Codification 825-10 (iior any other Financial Accounting Standard having a similar result or effect) for the avoidance of doubt, (A) the amount to value any Indebtedness or other liabilities of any Capital Lease Obligation Credit Party or ‎any Subsidiary of any Credit Party at “fair value”. A breach of a financial covenant contained in Article IX shall at all times be calculated deemed to have occurred as of any date of determination by the Administrative Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in accordance with this Agreement to the definition contrary notwithstanding, any obligation of that term, and a Person under a lease (B) notwithstanding any changes in GAAP whether existing as of the Restatement Date or entered into after the Closing Restatement Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under GAAP, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Restatement Date shall not be treated as a Capitalized Lease Obligation solely as a result of (whether x) the adoption of any changes in, or (y) changes in the application of GAAP, after the Restatement Date. From and after the occurrence of a Change in Accounting Principles, all references to “IFRS” in this Agreement shall be construed as references to “GAAP” as the context may require. From and after the occurrence of a Change in Accounting Principles, with respect to any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease is entered into before (or after the Closing Datesimilar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not constitute Indebtedness or be considered a Capital Lease Obligation capital lease, and all calculations and deliverables under this Agreement or any other Loan Credit Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include made or excludedelivered, as the case may beapplicable, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateaccordance therewith.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any . No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio or requirement, and either statement hereafter adopted by the Borrower shall be given effect for purposes of measuring compliance with any provision of Article V or VI unless the Administrative Agent shall so requestBorrower, the Administrative Agent and the Borrower shall negotiate in good faith Required Lenders agree to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for GAAP; provided that notwithstanding the avoidance of doubtforegoing or anything to the contrary herein, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease leases of the Borrower or the Subsidiaries and its restricted subsidiaries that would be characterized are treated as an operating lease under leases for purposes of GAAP in effect on the Closing Date shall continue to be accounted for as operating leases regardless of any change in, or in the application of, GAAP following such date that would otherwise require such leases to be treated as capital leases. 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 in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (whether or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other Liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such lease breach are delivered to Agent. (a) For purposes of determining pro forma compliance with any financial covenant as of any date prior to June 30, 2021, such provision shall assume that the relevant Test Period is entered into before the Test Period ending on March 31, 2021, and the level of any such financial covenant shall be deemed to be the covenant level for the Test Period ending March 31, 2021, and (b) if the availability of Indebtedness under this Agreement, or after other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the Closing Date) purposes of determining such availability or compliance, the cash proceeds of such Indebtedness shall not constitute be included in the calculation, if applicable, of cash or cash equivalents included in the determination of such leverage ratio; provided that, to the extent the proceeds of any such Indebtedness are to be used to repay other Indebtedness, the foregoing shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments. Notwithstanding anything to the contrary contained herein, any obligation of a Person under a lease that is not (or would not be) required to be classified and accounted for as a Capital Lease Obligation on a balance sheet of such Person under this Agreement or any other Loan Document GAAP as in effect and implemented on June 26, 2019 shall not be treated as a Capital Lease as a result of such the adoption of changes in GAAP or changes in the application of GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) . If at any time time, any change in GAAP would affect the computation of any financial ratio ratio, covenant or requirementother requirement in any Loan Documents, and either the Borrower or the Administrative Agent Required Lenders so shall so request, the Administrative Agent Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect preserve the original intent thereof in light of such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, provided that, (i) until so amended, (A) such ratio ratio, covenant or other requirement shall continue to be computed in accordance with GAAP, as applicable, GAAP prior to such change therein and (B) Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the Borrower shall provide to the Administrative Agent calculations and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made amounts set forth therein before and after giving effect to such change in GAAP and (ii) for the avoidance GAAP. Notwithstanding any other provision contained herein, all terms of doubt, (A) the amount of any Capital Lease Obligation an accounting or financial nature used herein shall at all times be calculated in accordance with the definition of that termconstrued, and all computations of amounts and ratios referred to in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of such changes any Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations VI shall be adjusted deemed to include have occurred as of any date of determination by Agent or exclude, as of the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first last day of the applicable period of determination and prior to the end of such any specified measurement period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on when the relevant test datefinancial statements reflecting such breach are delivered to Agent.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any . No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio statement hereafter adopted by Holdings shall be given effect for purposes of measuring compliance with any provision of Article V or requirementVI unless Holdings, and either the Borrower or the Administrative Agent shall so requestBorrower, the Administrative Agent and the Borrower shall negotiate in good faith Required Lenders agree to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP 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 in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (iior any other Financial Accounting Standard having a similar result or effect) for the avoidance of doubt, (A) the amount to value any Indebtedness or other Liabilities of any Capital Lease Obligation shall Credit Party or any Subsidiary of any Credit Party at all times be calculated in accordance with the definition of “fair value.” Any lease that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized was treated as an operating lease under GAAP in effect on at the Closing Date (whether such lease is time it was entered into before or after the Closing Date) shall not constitute Indebtedness or that later becomes a Capital Lease Obligation under this Agreement or any other Loan Document capital lease as a result of a change in GAAP during the life of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) lease, including any renewals, and any other financial ratio hereunderlease entered into after the date of this Agreement that would have been considered an operating lease under the provisions of GAAP in effect as of December 31, all components of such calculations 2014, in each case, shall be adjusted treated as an operating lease for all purposes under this Agreement. A breach of a financial covenant contained in Article VI shall be deemed to include or exclude, have occurred as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired date of determination by the Borrower Administrative Agent or any as of its Subsidiaries (including through Permitted Acquisitions) after the first last day of any specified measurement period, regardless of when the applicable period of determination and prior financial statements reflecting such breach are delivered to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateAdministrative Agent.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations and computations thereunder (including under Section 10 and any definitions used in such calculations) shall be made, in accordance with GAAP; provided that, for purposes of determining compliance with any covenant contained herein, Indebtedness of the Parent Guarantor and its Subsidiaries shall be construed without giving effect to Accounting Standards Codification 842, Leases (or any other Accounting Standards Codification having similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement) would be required to be made pursuant hereto treated as a capital lease thereunder where such lease (including or arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of such Accounting Standards Codification. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for purpose the Parent Guarantor and its Subsidiaries, in each case without duplication. If the Borrower requests an amendment to any provision hereof to eliminate the effect of measuring compliance with Article V (Financial Covenant)a) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect or the computation application thereof or (b) the issuance of any financial ratio new accounting rule or requirementguidance or in the application thereof, in each case, occurring after the date of this Agreement, then the Lenders and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall agree that they will negotiate in good faith amendments to amend such ratio or requirement so as to equitably reflect the provisions of this Agreement that are directly affected by such change in GAAP or issuance with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition shall be the same Lenders and Borrower after such change in GAAP or issuance conform as if such change in GAAP had not been made (subject nearly as possible to the approval their respective positions as of the Requisite Lenders); provideddate of this Agreement and, however, thatuntil any such amendments have been agreed upon, (i) until so amended, (A) such ratio or requirement the provisions in this Agreement shall continue to be computed in accordance with GAAP, calculated as applicable, prior to if no such change therein or issuance has occurred and (Bii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative AgentLenders, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAPissuance. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. (b) If at any time IFRS. If, after the date hereof, any change occurs in GAAP IFRS or in the application thereof (an “Accounting Change”) and such change would affect cause any amount required to be determined for the computation purposes of any financial ratio the covenants to be maintained or requirementcalculated pursuant to Article 8 or 9 to be materially different than the amount that would be determined prior to such change, and either then the Administrative Borrower or will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent shall so requestin conjunction with the next required delivery of financial statements pursuant to Section 8.01. If the Administrative Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the application thereof, then the Administrative Agent and the Administrative Borrower shall agree that they will negotiate in good faith amendments to amend the provisions of this Agreement that are directly affected by such ratio or requirement so as to equitably reflect such change in GAAP Accounting Change with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition shall be Administrative Agent and the same Administrative Borrower after such change in GAAP Accounting Change conform as if such change in GAAP had not been made (subject nearly as possible to the approval their respective positions as of the Requisite Lenders); provideddate of this Agreement and, however, thatuntil any such amendments have been agreed upon, (i) until so amended, (A) the provisions in this Agreement shall be calculated as if no such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein Accounting Change had occurred and (Bii) the Administrative Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change in GAAP and (ii) for the avoidance Accounting Change. All components of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations made to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business Acquisition or disposition of assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Administrative Borrower based on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding assumptions expressed therein and that were reasonable based on the relevant test dateinformation available to the Administrative Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement, and either the Borrower Company or the Administrative Agent shall so request, the Administrative Agent and the Borrower Company shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the BorrowerCompany’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower Company shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of this Agreement, all references to Holdings or the Company shall give effect to the Merger. (d) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower Company or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower Company on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations . All components of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations made to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderthis Agreement, all components of such calculations including Section 10, shall be adjusted calculated as if any (a) Acquisition, (b) Asset Sale, (c) Involuntary Disposition, (d) sale, transfer or other disposition that results in a Person ceasing to include be a Subsidiary, (e) Investment that results in a Person becoming a Subsidiary (whether by merger, consolidation or excludeotherwise), as the case may be, without duplication(f) incurrence or repayment of Indebtedness (and if any such incurred Indebtedness has a floating or formula rate, such components Indebtedness shall have an implied rate of interest for the applicable period for purposes of this provision determined by utilizing the rate which is or would be in effect with respect to such calculations attributable to any business Indebtedness as at the relevant date of determination) or assets (g) other event that have been acquired by the Borrower terms of the Loan Documents requires pro forma compliance with a test or any of its Subsidiaries (including through Permitted Acquisitions) covenant, calculation as to pro forma effect with respect to a test or covenant or requires such test or covenant to be calculated on a pro forma basis, in each case, consummated after the first day of the applicable period of determination and prior to the end of such period, as if such transaction (and any other such transactions in connection therewith) shall have occurred as of the first day of the applicable period and additionally: (i) with respect to any Asset Sale, Involuntary Disposition or sale, transfer or other disposition that results in a Person ceasing to be a Subsidiary, income statement and cash flow statement items (whether positive or negative) attributable to the Person or property disposed of shall be excluded, and (ii) with respect to any Acquisition or Investment, income statement and cash flow statement items (whether positive or negative) attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to Administrative Agent; provided, that, the foregoing adjustments shall be determined in good faith by the Borrower based on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding assumptions expressed therein and that were reasonable based on the relevant test dateinformation available to Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower with the agreement of the Group Member’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or the Administrative Agent shall so requestVIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all Covenants),all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries Group Members (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or requirementpermitted by the rules, regulations, pronouncements and either opinions of the Borrower Financial Accounting Standards Board or the Administrative Agent shall so request, the Administrative Agent American Institute of Certified Public Accountants (or any successors thereto) and the Borrower shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect such change in GAAP is adopted by the Company with the desired result that agreement of the criteria for evaluating the BorrowerCompany’s financial condition shall be the same after such Accountants and results in a change in GAAP as if such change in GAAP had not been made (subject to the approval any of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with required by the definition of that term“Permitted Acquisition”, Article IV (Representations and Warranties) or Article V (BFinancial Covenants) notwithstanding any changes in GAAP after the Closing Datehad such accounting change not occurred, any lease for purposes of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result calculation of such changes covenants and the definitions related thereto, such calculation shall be made using GAAP as used by the Borrower in GAAPits December 31, 2004 financial statements. (c) For purposes of making all financial calculations to determine calculating compliance with each of the financial covenants set forth in Article V (Financial Covenant) and any other financial ratio hereunderin respect of a Permitted Acquisition, all components such transaction shall be deemed to have occurred as of the first day of the four Fiscal-Quarter period ending as of the most recent Fiscal Quarter end preceding the date of such calculations shall transaction with respect to which the Administrative Agent has received the Financial Statements required to be adjusted delivered pursuant to include or excludeSection 6.1(a) (each such transaction, as the case may bea “Pro Forma Transaction”). In respect of each Pro Forma Transaction, without duplicationfor purposes of any such calculation in respect of any such Permitted Acquisition, such components of such calculations attributable to (A) any business or assets that have been acquired Indebtedness incurred by the Borrower Company or any of its CREDIT AGREEMENT FMC FINANCE B.V. Subsidiaries on a Consolidated basis in connection with such transaction (including through Permitted Acquisitionsx) after shall be deemed to have been incurred as of the first day of the applicable period and (y) if such Indebtedness has a floating or formula rate, shall have an implied rate of determination and prior to interest for the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) applicable period for purposes of any ratio test set forth this clause (c) determined by utilizing the rate which is or would be in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on effect with respect to such Indebtedness as at the relevant test datedate of determination, (B) income statement items (whether positive or negative) attributable to the Person or property acquired shall be included beginning as of the first day of the applicable period and (C) pro forma adjustments may be included to the extent that such adjustments meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP as in effect in the United States of America and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with such GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or requirementpermitted by the rules, regulations, pronouncements and either opinions of the Borrower Financial Accounting Standards Board or the Administrative Agent shall so requestAmerican Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by any JD Entity with the agreement of the Borrower’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all any of the financial covenant calculations to determine compliance with Article V required by this Agreement: (Financial Covenanti) and any other financial ratio hereunder, all components of such calculations (other than Capital Expenditures) shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired or disposed of by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable such fiscal period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For ; (ii) Financial Covenant Debt denominated in any currency other than Dollars shall be translated into Dollars using the avoidance average of doubtthe foreign exchange rates quoted on each day during the two Fiscal Quarters then ending by the source used by the Borrower to translate items appearing in its statement of income during such Fiscal Quarter. (d) In addition to the foregoing clause (c), when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of making any ratio test set forth in of the definition Leverage Ratio calculations required by the definitions of “Permitted Acquisition” or Article VIII (Negative Covenants)“Permitted Joint Venture”, all components of such calculations shall include or exclude, as the test set forth case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired or disposed of by the Borrower or any of its Subsidiaries after the last day of the most recent Financial Covenant Period and including the proposed “Permitted Acquisition” or “Permitted Joint Venture”, as the case may be, as determined in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding good faith by the Borrower on the relevant test datea Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. (b) If at any time . If, after the date hereof, any change occurs in GAAP or in the application thereof and such change would affect cause any amount required to be determined for the computation purposes of the covenants to be maintained or calculated pursuant to Section 8 or 9 to be materially different than the amount that would be determined prior to such change, then Borrower will provide a detailed notice of such change (an “Accounting Change Notice”) to the Lenders in conjunction with the next required delivery of financial statements pursuant to Section 8.01. If Borrower requests an amendment to any provision hereof to eliminate the effect of any financial ratio Accounting Change occurring after the Closing Date or requirementin the application thereof on the operation of such provision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the application thereof, then the Lenders and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall agree that they will negotiate in good faith amendments to amend the provisions of this Agreement that are directly affected by such ratio or requirement so as to equitably reflect such change in GAAP Accounting Change with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition shall be the same Lenders and Borrower after such change in GAAP Accounting Change conform as if such change in GAAP had not been made (subject nearly as possible to the approval their respective positions as of the Requisite Lenders); provideddate of this Agreement and, however, thatuntil any such amendments have been agreed upon, (i) until so amended, (A) the provisions in this Agreement shall be calculated as if no such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein Accounting Change had occurred and (Bii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative AgentLenders, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change in GAAP and (ii) for the avoidance Accounting Change. All components of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations made to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business Acquisition or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) other investment consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower based on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding assumptions expressed therein and that were reasonable based on the relevant test dateinformation available to Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP applied on a consistent basis, as in effect from time to time and all accounting determinations required financial statements and reports to be made pursuant hereto (including for purpose of measuring compliance prepared hereunder shall be prepared in accordance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made GAAP in conformity with GAAP. (b) effect from time to time. If at any time any change in GAAP would affect the computation of any financial ratio or requirementaffect any requirement set forth in any Credit Document, and either the Borrower or the Administrative Agent Majority Lenders shall so request, the Administrative Agent Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect with the intent of having the respective positions of the Borrower and the Lenders after the coming into force of such change in GAAP with conform as nearly as possible to their respective positions under the desired result Credit Agreement immediately prior to January 1, 2010; provided that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (iA) until so amended, (Ai) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, GAAP prior to such change therein and (Bii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that termGAAP, and (B) notwithstanding no fees (other than reasonable legal fees incurred by the Lenders to amend any changes such Credit Document to evidence any such amendment), premiums, increases in pricing or other costs shall be charged to, or borne by, the Borrower in connection with any such amendment. For greater certainty, it is hereby understood and agreed that any reconciliation between calculations of such ratio or requirement before and after giving effect to such change in GAAP after the Closing Date, any lease made by or on behalf of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of determining compliance with any financial ratio test or requirement set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) any Credit Document shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test datebe unaudited.

Accounting Terms and Principles. (a) Except as set forth belowotherwise expressly provided, all accounting terms not specifically defined herein shall terms, principles and calculations applicable to the Credit Facility will be construed interpreted, applied and calculated, as the case may be, in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any If: (i) there occurs a material change in GAAP; or (ii) the Borrower or any of the Restricted Subsidiaries adopts a material change in an accounting policy in order to more appropriately present events or transactions in its financial statements; and the above change would require disclosure under GAAP in the consolidated financial statements of the Borrower and would affect cause an amount required to be determined for the computation purposes of a financial covenant under Section 14.3 (a “Financial Covenant”) to be materially different than the amount that would be determined without giving effect to such change, the Borrower shall notify the Agent of such change (an “Accounting Change”). Such notice (an “Accounting Change Notice”) shall describe the nature of the Accounting Change, its effect on the current and immediately prior year's financial statements in accordance with GAAP and state whether the Borrower desires to revise the method of calculating one or more of the Financial Covenants (including the revision of any financial ratio of the defined terms used in the determination of such Financial Covenant) in order that amounts determined after giving effect to such Accounting Change and the revised method of calculating such Financial Covenant will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating such Financial Covenant. The Accounting Change Notice shall be delivered to the Agent within 45 days of the end of the Fiscal Quarter in which the Accounting Change is implemented or, if such Accounting Change is implemented in the fourth Fiscal Quarter or requirementin respect of an entire Fiscal Year, and within 90 days of the end of such period. (c) If, pursuant to the Accounting Change Notice, the Borrower does not indicate that it desires to revise the method of calculating one or more of the Financial Covenants, the Majority Lenders may within 30 days of receipt of the Accounting Change Notice, notify the Borrower that they wish to revise the method of calculating one or more of the Financial Covenants in the manner described above. (d) If either the Borrower or the Administrative Agent shall Majority Lenders so requestindicate that they wish to revise the method of calculating one or more of the Financial Covenants, the Administrative Agent Borrower and the Borrower Majority Lenders shall negotiate in good faith attempt to amend such ratio or requirement so as to equitably reflect such change in GAAP with agree on a revised method of calculating the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); providedFinancial Covenants. If, however, thatwithin 30 days of the foregoing notice by the Borrower or the Majority Lenders of their desire to revise the method of calculating one or more of the Financial Covenants, (i) until so amendedthe Borrower and the Majority Lenders have not reached agreement in writing on such revised method of calculation, (A) such ratio or requirement method of calculation shall continue not be revised and all amounts to be computed determined thereunder shall be determined without giving effect to the Accounting Change. For greater certainty, if no notice of a desire to revise the method of calculating the Financial Covenants in accordance with GAAPrespect of an Accounting Change is given by either the Borrower or the Majority Lenders within the applicable time period described above, as applicable, prior the method of calculating the Financial Covenants shall not be revised in response to such change therein Accounting Change and (B) the Borrower shall provide all amounts to be determined pursuant to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and Financial Covenants shall be determined after giving effect to such change Accounting Change. (e) If a Compliance Certificate is delivered in GAAP and (ii) for respect of a Fiscal Quarter or Fiscal Year in which an Accounting Change is implemented without giving effect to any revised method of calculating any of the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that termFinancial Covenants, and (B) notwithstanding any changes in GAAP after subsequently, as provided above, the Closing Date, any lease method of calculating one or more of the Borrower Financial Covenants is revised in response to such Accounting Change, or the Subsidiaries that would amounts to be characterized as an operating lease under GAAP in determined pursuant to any of the Financial Covenants are to be determined without giving effect on to such Accounting Change, the Closing Date (whether such lease is entered into before Borrower shall deliver a revised Compliance Certificate. Any Default or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document Event of Default which arises as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) the Accounting Change and any other financial ratio hereunder, all components of such calculations which is cured by this Section 1.14 shall be adjusted deemed to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test datenever occurred.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) Section 6.01 shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of any the most recent financial ratio statements referred to in Section 6.02(a) is hereafter required or requirementpermitted by the rules, regulations, pronouncements and either opinions of the Borrower Financial Accounting Standards Board or the Administrative Agent shall so requestAmerican Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by Livent with the agreement of the Livent’s Accountants and results in a change in any of the calculations required by Article V (Representations and Warranties or Section 6.01 had such accounting change not occurred, for purposes of the Administrative Agent calculation of such covenants and the Borrower shall negotiate in good faith to amend definitions related thereto, such ratio or requirement so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition calculation shall be the same after such change in made using GAAP as if such change used by each Borrower in GAAP had not been made its December 31, 2017 financial statements. (subject c) 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 the approval in Article VI (Covenants of the Requisite Lenders); providedCompany) shall be made, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after without giving effect to such change in GAAP and any election under Accounting Standards Codification 825-10 (iior any other Financial Accounting Standard having a similar result or effect) for the avoidance of doubt, (A) the amount to value any Indebtedness or other liabilities of any Borrower or any of its respective Restricted Subsidiaries at “fair value”. (d) Notwithstanding anything to the contrary contained in this Section 1.03 or in the definitions of “Capital Lease Obligation Obligations” or “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Leases in conformity with GAAP on the date hereof shall at all times be calculated in accordance with the definition of that termconsidered Capital Leases, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as a result of such changes applicable, in GAAP. accordance therewith (c) For purposes of making provided, that together with all financial calculations statements delivered to determine compliance the Administrative Agent in accordance with Article V (Financial Covenant) and any other financial ratio hereunder, all components the terms of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) this Agreement after the first day date of any such accounting change, the applicable period of determination and Borrowers shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenantsaccounting change), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) Section 6.01 shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of any the most recent financial ratio statements referred to in Section 6.02(a) is hereafter required or requirementpermitted by the rules, regulations, pronouncements and either opinions of the Borrower Financial Accounting Standards Board or the Administrative Agent shall so requestAmerican Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by Livent with the agreement of the Livent’s Accountants and results in a change in any of the calculations required by Article V (Representations and Warranties or Section 6.01 had such accounting change not occurred, for purposes of the Administrative Agent calculation of such covenants and the Borrower shall negotiate in good faith to amend definitions related thereto, such ratio or requirement so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition calculation shall be the same after such change in made using GAAP as if such change used by each Borrower in GAAP had not been made its December 31, 2021 financial statements. (subject c) 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 the approval in Article VI (Covenants of the Requisite Lenders); providedCompany) shall be made, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after without giving effect to such change in GAAP and any election under Accounting Standards Codification 825-10 (iior any other Financial Accounting Standard having a similar result or effect) for the avoidance of doubt, (A) the amount to value any Indebtedness or other liabilities of any Borrower or any of its respective Restricted Subsidiaries at “fair value”. (d) Notwithstanding anything to the contrary contained in this Section 1.03 or in the definitions of “Capital Lease Obligation Obligations” or “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Leases in conformity with GAAP on the date hereof shall at all times be calculated in accordance with the definition of that termconsidered Capital Leases, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as a result of such changes applicable, in GAAP. accordance therewith (c) For purposes of making provided, that together with all financial calculations statements delivered to determine compliance the Administrative Agent in accordance with Article V (Financial Covenant) and any other financial ratio hereunder, all components the terms of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) this Agreement after the first day date of any such accounting change, the applicable period of determination and Borrowers shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenantsaccounting change), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. . No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Holdings shall be given effect for purposes of measuring compliance with any provision of Article VI or VII, calculating the Applicable Margin or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Borrower, Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein 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 (bi) 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 Holdings or its Restricted Subsidiaries at “fair value” and (ii) 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. If at any time any change in GAAP would affect the computation of any financial ratio or requirementrequirement set forth in any Loan Document, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect preserve the original intent thereof in light of such change in to GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Required Lenders); provided, however, that, provided that until so amended (i) until so amended, (A) such ratio or requirement requirements shall continue to be computed in accordance with GAAP, as applicable, GAAP prior to such change therein thereto and (Bii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the audited financial statements of Holdings and its Subsidiaries dated December 31, 2016, for all purposes of this Agreement, notwithstanding any change in GAAP and (ii) relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. A breach of a financial covenant contained in Article VII shall be deemed to have occurred as of the avoidance of doubt, (A) the amount last day of any Capital Lease Obligation specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent. (b) For purposes of determining pro forma compliance with any financial covenant as of any date prior to the first date on which such financial covenant is to be tested hereunder, the level of any such financial covenant shall at all times be calculated in accordance with deemed to be the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether covenant level for such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAPfirst test date. (c) For If the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderdetermining such availability or compliance, all components the cash proceeds of such calculations Indebtedness, shall not be adjusted to include included in the calculation, if applicable, of cash or exclude, as cash equivalents included in the case may be, without duplication, such components determination of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateleverage ratio.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to be made pursuant hereto and computations thereunder (including for purpose of measuring compliance with Article V (Financial Covenant)under Section 7 and any definitions used in such calculations) shallshall be made, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. . Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Borrower and its Subsidiaries, in each case without duplication. If the Borrower requests an amendment to any provision hereof to eliminate the effect of (ba) If at any time any change in GAAP would affect or the computation application thereof or (b) the issuance of any financial ratio new accounting rule or requirementguidance or in the application thereof, and in either case, occurring after the Borrower or Closing Date, then the Administrative Agent shall so request, the Administrative Agent Lenders and the Borrower shall agree that they will negotiate in good faith amendments to amend such ratio or requirement so as to equitably reflect the provisions of this Agreement that are directly affected by such change in GAAP or issuance with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition shall be Lenders and the same Borrower after such change in GAAP or issuance conform as if such change in GAAP had not been made (subject nearly as possible to the approval their respective positions as of the Requisite Lenders); providedClosing Date and, however, thatuntil any such amendments have been agreed upon, (i) until so amended, (A) such ratio or requirement the provisions in this Agreement shall continue to be computed in accordance with GAAP, calculated as applicable, prior to if no such change therein or issuance has occurred and (Bii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative AgentLenders, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change or issuance. Notwithstanding anything herein to the contrary, for purposes of Section 7 hereof and any other negative covenant in GAAP and the Loan Documents (ii) but not, for the avoidance of doubtdoubt any financial reporting obligations under the Loan Documents), with respect to the accounting for leases as either operating leases or capital leases and the impact of such accounting in accordance with ASC 842 on the definitions and covenants contained herein, GAAP as in effect on December 31, 2018, shall be applied. Notwithstanding any other provision contained herein or in any other Loan Document, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents shall be made, without giving effect to (Aa) any election under Statement of Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10) (or any other Codification of Accounting Standards or Statement of Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the amount Borrower or any Subsidiary at “fair value”, as defined therein, or (b) any treatment of Indebtedness in respect of convertible debt instruments under Codification of Accounting Standards 470-20 (or any Capital Lease Obligation other Codification of Accounting Standards or Statement of 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 calculated in accordance with valued at the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAPfull stated principal amount thereof. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all (i) All accounting terms not specifically defined herein shall be construed in conformity accordance with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject effect from time to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP time and (ii) for the avoidance purpose of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine measuring compliance with Article V (Financial CovenantCovenants), all accounting terms and determinations shall, unless expressly otherwise provided herein (including in clause (b) below), be made in accordance with GAAP as in effect from time to time. Notwithstanding the foregoing, all financial statements delivered hereunder shall be prepared, and all financial ratios and other financial calculations contained herein or required hereby shall be calculated, (i) without giving effect to any election under the Financial Accounting Standards Board Accounting Standards Codification 000-00-00 previously referred to as Statement of Financial Accounting Standards No. 159) (or any other financial ratio hereunder, all components Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of such calculations shall be adjusted to include any Loan Party or excludeany Subsidiary of the Parent at “fair value”, as the case may be, defined therein and (ii) without duplication, such components of such calculations attributable giving effect to any business treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or assets that have been acquired by 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 Borrower full stated principal amount thereof. (b) Notwithstanding clause (a)(ii) of this Section 1.3 (Accounting Terms and Principles), if the Parent or any of its Subsidiaries shall make any change to its accounting treatment and reporting practices or tax reporting treatment permitted by Section 8.12 (including through Permitted AcquisitionsAccounting Changes; Fiscal Year) after the first day and such change would result (but for clause (a)(ii) of this Section 1.3 (Accounting Terms and Principles)) in a change in any of the applicable period of determination and prior to the end of such period, as determined in good faith calculations required by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial CovenantCovenants) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants)) or in the calculation of the Borrowing Base, in each case, that would not have resulted had such change not occurred, the test set forth in Article V Parent (Financial Covenantor the Requisite Lenders) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.may request that such provisions, including clause (a)(ii) of

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. (b) If at any time . If, after the date hereof, any change occurs in GAAP or in the application thereof (an “Accounting Change”) and such change would affect cause any amount required to be determined for the computation purposes of any financial ratio the covenants to be maintained or requirementcalculated pursuant to Article 8 or 9 to be materially different than the amount that would be determined prior to such change, and either then the Borrower or will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent shall so requestin conjunction with the next required delivery of financial statements pursuant to Section 8.01. If the Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the application thereof, then the Administrative Agent and the Borrower shall agree that they will negotiate in good faith amendments to amend the provisions of this Agreement that are directly affected by such ratio or requirement so as to equitably reflect such change in GAAP Accounting Change with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition Administrative Agent and the Borrower after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, (a) the provisions in this Agreement shall be the same after such change in GAAP calculated as if no such change in GAAP Accounting Change had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein occurred and (Bb) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made any ‑32‑ baskets and other requirements hereunder before and after giving effect to such change in GAAP and (ii) for the avoidance Accounting Change. All components of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations made to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business Acquisition or disposition of assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower based on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding assumptions expressed therein and that were reasonable based on the relevant test dateinformation available to the Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial CovenantCovenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP, except for the use of purchase accounting principles (as set forth in Statements 16 (Prior Period Adjustments) and 17 (Accounting for Leases) of the U.S. Financial Accounting Standards Board and the U.S. Statements of Financial Accounting Standards 142 (regarding the elimination of goodwill amortization) and 143 (regarding accounting for asset-retirement obligations)) and for the classification as liabilities mandatorily redeemable Stock and other debt-like financial instruments (as set forth in the U.S. Statement of Financial Accounting Standard 150). (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or requirementpermit- xxx by the rules, regulations, pronouncements and either opinions of the Borrower Financial Accounting Standards Board or the Administrative Agent shall so requestAmerican Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent or any of its Subsidiaries with the agreement of the Borrower’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating the Borrower’s financial condition compliance with such covenants shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderCovenants), all components of such calculations (other than Capital Expenditures) shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower Parent or any of its Subsidiaries (including through any Permitted AcquisitionsAcquisition) or that have been sold pursuant to any Sale of Business either (i) on or before the Closing Date or (ii) after the first day of the applicable period of determination and prior to the end of such period, in each case as determined in good faith by the Borrower Parent on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V Credit Agreement Macquarie Infrastructure Company Inc. (Financial Covenant)Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower with the agreement of the Borrower’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or the Administrative Agent shall so requestVIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate in parties hereto agree to enter into good faith negotiations in order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with any financial covenant or financial term (including Article V (Financial CovenantCovenants) and any other financial ratio hereunderSection 3.2(c) (Conditions Precedent to Each Loan and Letter of Credit)), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination Measurement Period and prior to the end of such periodMeasurement Period, as determined in good faith by the Borrower on a Pro Forma Basis. . (d) For the avoidance purposes of doubt, when determining Pro Forma Compliance making all financial calculations to determine compliance with any financial covenant or financial term (including Article V (Financial CovenantCovenants) and Section 3.2(c) (Conditions Precedent to Each Loan and Letter of Credit)) or for purposes any other purpose hereunder, (i) the Financial Statements of MICT used to make such calculations shall be limited to those Financial Statements including only MICT, Holdings and Holdings’ Subsidiaries and (ii) to the extent that any ratio test set forth in the definition of such Financial Statements include financial information for any Person other than MICT, Holdings or Holdings’ Subsidiaries (each such Person, an “Permitted Acquisition” or Article VIII (Negative CovenantsExcluded Entity”), all such financial calculations and Financial Statements shall be adjusted to exclude the test set forth in Article V (Financial Covenant) shall apply regardless financial information of whether any Revolving Credit Commitment remains outstanding on the relevant test dateeach Excluded Entity.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to be made pursuant hereto and computations thereunder (including for purpose of measuring compliance with Article V (Financial Covenant)under ‎Section 10 and any definitions used in such calculations) shallshall be made, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. . Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Borrower and its Subsidiaries, in each case without duplication. If the Borrower requests an amendment to any provision hereof to eliminate the effect of (ba) If at any time any change in GAAP would affect or the computation application thereof or (b) the issuance of any financial ratio new accounting rule or requirementguidance or in the application thereof, in each case, occurring after the date of this Agreement, then the Lenders and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall agree that they will negotiate in good faith amendments to amend such ratio or requirement so as to equitably reflect the provisions of this Agreement that are directly affected by such change in GAAP or issuance with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition shall be the same Lenders and Borrower after such change in GAAP or issuance conform as if such change in GAAP had not been made (subject nearly as possible to the approval their respective positions as of the Requisite Lenders); provideddate of this Agreement and, however, thatuntil any such amendments have been agreed upon, (i) until so amended, (A) such ratio or requirement the provisions in this Agreement shall continue to be computed in accordance with GAAP, calculated as applicable, prior to if no such change therein or issuance has occurred and (Bii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative AgentLenders, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change in GAAP and (ii) for the avoidance or issuance. For purposes of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that termIndebtedness and related covenants, and (B) notwithstanding GAAP will be deemed to treat any changes in GAAP after the Closing Date, any operating lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under and not a capital lease, regardless of any change in GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. ASU 2016-02, Leases (cTopic 842) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior Financial Accounting Standards Board to the end extent such operating lease was so treated under GAAP as in effect for any fiscal year of such periodBorrower beginning before December 15, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date2018.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial CovenantCovenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or requirementpermitted by the rules, regulations, pronouncements and either opinions of the Borrower Financial Accounting Standards Board or the Administrative Agent shall so requestAmerican Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent with the agreement of the Parent’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateVIII Credit Agreement FA Sub 3 Limited (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making any of the financial covenant calculations required by this Agreement to be made by the Borrower, all components of such calculations for any fiscal period or portion thereof occurring prior to the Closing Date shall be calculated by reference to the financial performance of the Acquired Business. (d) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderCovenants), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) Group Member after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower Parent on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to be made pursuant hereto and computations thereunder (including for purpose of measuring compliance with Article V (Financial Covenant)under Section 10 and any definitions used in such calculations) shallshall be made, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. . Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Borrower and its Subsidiaries, in each case without duplication. If the Borrower requests an amendment to any provision -34- 4882-5123-79004861-6868-3896 v.123 hereof to eliminate the effect of (ba) If at any time any change in GAAP would affect or the computation application thereof or (b) the issuance of any financial ratio new accounting rule or requirementguidance or in the application thereof, in each case, occurring after the date of this Agreement, then the Lenders and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall agree that they will negotiate in good faith amendments to amend such ratio or requirement so as to equitably reflect the provisions of this Agreement that are directly affected by such change in GAAP or issuance with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition shall be the same Lenders and Borrower after such change in GAAP or issuance conform as if such change in GAAP had not been made (subject nearly as possible to the approval their respective positions as of the Requisite Lenders); provideddate of this Agreement and, however, thatuntil any such amendments have been agreed upon, (i) until so amended, (A) such ratio or requirement the provisions in this Agreement shall continue to be computed in accordance with GAAP, calculated as applicable, prior to if no such change therein or issuance has occurred and (Bii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative AgentLenders, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change or issuance. Notwithstanding any other provision contained in GAAP and (ii) for the avoidance this Agreement, all terms of doubt, (A) the amount of any Capital Lease Obligation an accounting or financial nature used herein shall at all times be calculated in accordance with the definition of that termconstrued, and (B) notwithstanding all computations of amounts and ratios referred to herein shall be made, without giving effect to any changes in change to GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into occurring before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document Date as a result of such changes in GAAP. ASU 2016-02, Leases (cTopic 842) For purposes of making all financial calculations to determine compliance with Article V (issued by the Financial Covenant) and Accounting Standards Board or any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired proposals issued by the Borrower Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or any of its Subsidiaries similar arrangement conveying the right to use) as a capital lease where such lease (including through Permitted Acquisitionsor similar arrangement) after the first day of the applicable period of determination and was not required to be so treated under GAAP as in effect prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test datechange.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower with the agreement of the Group Member’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenant) or the Administrative Agent shall so requestVIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed that no change in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio including proposed or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any actual changes in GAAP after with respect to the Closing Datetreatment of operating leases and capital leases, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation or treatment that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenant) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations hereunder, including to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries Group Members (including through Permitted Acquisitions) (i) on or after the first day of the applicable period of determination and on or prior to the end of such periodperiod or (ii) subsequent to the applicable period of determination and prior to, or simultaneously with, the event for which the calculation of any such financial calculation shall be calculated, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto (including to this Agreement shall be prepared in conformity with, GAAP, applied in a consistent manner. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by any Borrower or any of its Subsidiaries shall be given effect for purpose purposes of measuring compliance with any provision of Article V (Financial Covenant)) shallIX, including Section 9.13, or otherwise in this Agreement unless Borrowers and Administrative Agent agree in writing to modify such provisions to reflect such changes, and, unless expressly otherwise such provisions are modified, all financial statements, Compliance Certificates and similar documents provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change change. 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 in GAAP and Article IX shall be made, without giving effect to any election ‎under Accounting Standards Codification 825-10 (iior any other Financial Accounting Standard having a similar result or effect) for the avoidance of doubt, (A) the amount to value any Indebtedness or other liabilities of any Capital Lease Obligation Credit Party or ‎any Subsidiary of any Credit Party at “fair value”. A breach of a financial covenant contained in Article IX shall at all times be calculated deemed to have occurred as of any date of determination by Administrative Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Administrative Agent. Anything in accordance with this Agreement to the definition contrary notwithstanding, any obligation of that term, and a Person under a lease (B) notwithstanding any changes in GAAP whether existing as of the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a financing lease on the balance sheet of such Person under GAAP, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (whether such lease is entered into before x) the adoption of any changes in, or (y) changes in the application of GAAP, after the Closing Date. With respect to any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a financing lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not constitute Indebtedness or be considered a Capital Lease Obligation financing lease, and all calculations and deliverables under this Agreement or any other Loan Credit Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include made or excludedelivered, as the case may beapplicable, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateaccordance therewith.

Accounting Terms and Principles. (a) Except as set forth belowUnless the context otherwise clearly requires, all accounting terms not specifically expressly defined herein shall be construed in conformity with GAAP construed, and all accounting determinations financial computations required to under this Agreement shall be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shallmade, unless expressly otherwise provided herein, be made in conformity accordance with GAAP, consistently applied. (b) If at any time any change in GAAP would affect the computation References herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of any financial ratio or requirement, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith Borrower. (c) References herein to amend such ratio or requirement so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition statements or balance sheets shall mean, respectively, the consolidated financial statements or consolidated balance sheets of Borrower and its Restricted Subsidiaries. (d) All references to GAAP and terms of an accounting or financial nature shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed construed in accordance with GAAP, as applicablein effect from time to time; provided that, prior to such change therein and (B) the if Borrower shall provide to notifies the Administrative Agent and that Borrower requests an amendment to any provision hereof to eliminate the Lenders a written reconciliation, effect of any change occurring after the date hereof in form and substance reasonably satisfactory to GAAP or in the application thereof on the operation of such provision (or if the Administrative AgentAgent notifies Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose), between calculations regardless of whether any such ratio notice is given before or requirement made before and after giving effect to such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation applied immediately before such change shall at all times be calculated have become effective until such notice shall have been withdrawn or such provision amended in accordance with herewith. (e) Notwithstanding anything to the definition of that term, and (B) notwithstanding any changes contrary in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderDocument, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of calculations made pursuant to the terms of this Agreement or any ratio test set forth other Loan Document, GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting principles in the definition United States as in effect on December 31, 2016 in a manner consistent with the treatment of “Permitted Acquisition” such leases under generally accepted accounting principles in the United States as in effect on December 31, 2016, notwithstanding any modifications or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateinterpretive changes thereto that may occur thereafter.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial CovenantCovenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or requirementpermitted by the rules, regulations, pronouncements and either opinions of the Borrower Financial Accounting Standards Board or the Administrative Agent shall so requestAmerican Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by Holdings with the agreement of the Holdings' Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition compliance with such covenants by Holdings shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderCovenants), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower Holdings or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower Holdings on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to be made pursuant hereto and computations thereunder (including for purpose of measuring compliance with Article V (Financial Covenant)under Section 10 and any definitions used in such calculations) shallshall be made, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. . Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Borrower and its Subsidiaries, in each case without duplication. If the Borrower requests an amendment to any provision hereof to eliminate the effect of (ba) If at any time any change in GAAP would affect or the computation application thereof or (b) the issuance of any financial ratio new accounting rule or requirementguidance or in the application thereof, and in either case, occurring after the Borrower or Closing Date, then the Administrative Agent shall so request, the Administrative Agent Lenders and the Borrower shall agree that they will negotiate in good faith amendments to amend such ratio or requirement so as to equitably reflect the provisions of this Agreement that are directly affected by such change in GAAP or issuance with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition shall be Lenders and the same Borrower after such change in GAAP or issuance conform as if such change in GAAP had not been made (subject nearly as possible to the approval their respective positions as of the Requisite Lenders); providedClosing Date and, however, thatuntil any such amendments have been agreed upon, (i) until so amended, (A) such ratio or requirement the provisions in this Agreement shall continue to be computed in accordance with GAAP, calculated as applicable, prior to if no such change therein or issuance has occurred and (Bii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative AgentLenders, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change or issuance. Notwithstanding anything herein to the contrary, for purposes of Section 9 hereof and any other negative covenant in GAAP and the Loan Documents (ii) but not, for the avoidance of doubtdoubt any financial reporting obligations under the Loan Documents), with respect to the accounting for leases as either operating leases or capital leases and the impact of such accounting in accordance with ASC 842 on the definitions and covenants contained herein, GAAP as in effect on December 31, 2018, shall be applied. Notwithstanding any other provision contained herein or in any other Loan Document, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents shall be made, without giving effect to (Aa) any election under Statement of Financial Accounting Standards No. 159 (Codification of Accounting Standards 825-10) (or any other Codification of Accounting Standards or Statement of Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the amount Borrower or any Subsidiary at “fair value”, as defined therein, or (b) any treatment of Indebtedness in respect of convertible debt instruments under Codification of Accounting Standards 470-20 (or any Capital Lease Obligation other Codification of Accounting Standards or Statement of 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 calculated in accordance with valued at the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAPfull stated principal amount thereof. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any . No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio statement hereafter adopted by Partnership shall be given effect for purposes of measuring compliance with any provision of Article V or requirementArticle VI unless Borrowers, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith Required Lenders agree to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for GAAP. For the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated doubt and in accordance with the definition of foregoing sentence, to the extent that term, and (B) notwithstanding any changes a change in GAAP after the Closing Datedate hereof requires operating leases (as opposed to capital leases) to be treated as “indebtedness”, no such change in GAAP shall be given effect for any lease of purposes under the Borrower or the 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 or a Capital Lease Obligation under this Loan Agreement or any other Loan Document Documents, and Indebtedness hereunder shall not include any such obligations under operating leases solely as a result of such changes change in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and . Notwithstanding any other financial ratio hereunderprovision contained herein, all components terms of such calculations an accounting or financial nature used herein shall be adjusted construed, and all computations of amounts and ratios referred to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial CovenantAccounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in Article VI shall apply be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of whether any Revolving Credit Commitment remains outstanding on when the relevant test datefinancial statements reflecting such breach are delivered to Agent.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any . No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio statement hereafter adopted by the Borrowers shall be given effect for purposes of measuring compliance with any provision of Article V or requirementVI unless the Borrowers, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith Required Lenders agree to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP 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 in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (iior any other Financial Accounting Standard having a similar result or effect) for the avoidance of doubt, (A) the amount to value any Indebtedness or other Liabilities of any Capital Lease Obligation Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in Article VI shall at all times be calculated deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent. Anything in accordance with this Agreement to the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Datecontrary 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 the Borrower or the Subsidiaries that would be characterized as an operating lease such Person under GAAP as in effect on at the Closing Date (whether time such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document be treated as capital lease solely as a result of such (x) the adoption of changes in GAAP. or (cy) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth changes in the definition application of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateGAAP after such lease is entered into.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to be made pursuant hereto and computations thereunder (including under Section 10 and any definitions used in such calculations) shall be made, in accordance with GAAP. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for purpose of measuring compliance with Article V (Financial Covenant)) shallthe Borrower and its Subsidiaries, unless expressly otherwise provided in each case without duplication. Notwithstanding anything to the contrary contained herein, (i) all financial statements delivered hereunder shall be made in conformity prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof and (ii) the financial statements delivered hereunder shall be prepared without giving effect to the implementation of Accounting Standards Codification 606: Revenue from Contracts with GAAP. Customers. If the Borrower requests an amendment to any provision hereof to eliminate the effect of (ba) If at any time any change in GAAP would affect or the computation application thereof or (b) the issuance of any financial ratio new accounting rule or requirementguidance or in the application thereof, in each case, occurring after the date of this Agreement, then the Lenders and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall agree that they will negotiate in good faith amendments to amend such ratio or requirement so as to equitably reflect the provisions of this Agreement that are directly affected by such change in GAAP or issuance with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition shall be the same Lenders and Borrower after such change in GAAP or issuance conform as if such change in GAAP had not been made (subject nearly as possible to the approval their respective positions as of the Requisite Lenders); provideddate of this Agreement and, however, thatuntil any such amendments have been agreed upon, (i) until so amended, (A) such ratio or requirement the provisions in this Agreement shall continue to be computed in accordance with GAAP, calculated as applicable, prior to if no such change therein or issuance has occurred and (Bii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative AgentLenders, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAPissuance. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) . If at any time any change in GAAP would affect results in a change in the computation calculation of the financial covenants or interpretation of related provisions of this Agreement or any financial ratio or requirementother Loan Document, and either then the Borrower or the Administrative Agent shall so requestBorrower, the Administrative Agent and the Borrower shall negotiate in good faith Required Lenders agree to amend such ratio or requirement provisions of this Agreement so as to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to made; provided that no change in the approval accounting principles used in the preparation of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio any financial statement hereafter adopted by Holdings or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to be given effect for purposes of measuring compliance with any provision of Section 1.12 or 1.14 or Article V or VI unless (and until) the Administrative Borrower, Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless (and until) such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a written reconciliation, in form reconciliation between the calculations and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made amounts set forth therein before and after giving effect to such change in GAAP and (ii) for the avoidance GAAP. Notwithstanding any other provision contained herein, all terms of doubt, (A) the amount of any Capital Lease Obligation an accounting or financial nature used herein shall at all times be calculated in accordance with the definition of that termconstrued, and all computations of amounts and ratios referred to in Section 1.12 or 1.14 or Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of such changes any Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations VI shall be adjusted deemed to include or exclude, have occurred as of the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first last day of any specified measurement period, regardless of when the applicable period of determination and prior financial statements reflecting such breach are delivered to Agent. Notwithstanding anything to the end of such periodcontrary contained herein, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of determining pro forma compliance with each of the financial covenants in Sections 6.2 and 6.3 for any ratio test set forth period prior to September 30, 2011, Holdings shall be required to be in compliance with the definition ratios otherwise required in respect of “Permitted Acquisition” or Article VIII (Negative Covenants)the Test Period ending September 30, the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date2011.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial CovenantCovenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower with the agreement of the Borrower’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or the Administrative Agent shall so requestVIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate in parties hereto agree to enter into good faith negotiations in order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with any financial covenant or financial term (including Article V (Financial CovenantCovenants) and any other financial ratio hereunderSection 3.2 (c) (Pro Forma Compliance with Leverage Ratio), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower Holdings or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination Measurement Period and prior to the end of such periodMeasurement Period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt. (d) All references to Financial Statements, when determining financial reporting and financial information, including, all financial calculations to determine compliance with any financial covenant or financial term (including Article V (Financial Covenants)) and Section 3.2(c) (Pro Forma Compliance with Article V Leverage Ratio) or for any other purpose hereunder shall mean and be a reference to or determined by reference to (Financial Covenanti) for purposes any period occurring prior to June 25, 2007, the Financial Statements and financial information of MICT, Holdings and Holdings’ Subsidiaries, (ii) for any ratio test set forth in period occurring after June 25, 2007, the definition Financial Statements and other financial information of Holdings and Holdings’ Subsidiaries and (iii) for any period straddling June 25, 2007, the Financial Statements and financial information for MICT and its Subsidiaries for all dates up to June 25, 2007 and the Financial Statements and financial information of Holdings and its Subsidiaries for all dates from and after June 25, 2007; provided further that (A) the Financial Statements of the MIC Group used to make such calculations shall be limited to those Financial Statements including only Holdings and Holdings’ Subsidiaries and (B) to the extent that any such Financial Statements include financial information for any Person other than Holdings or Holdings’ Subsidiaries (each such Person, an “Permitted Acquisition” or Article VIII (Negative CovenantsExcluded Entity”), all such financial calculations and Financial Statements shall be adjusted to exclude the test set forth in Article V (Financial Covenant) shall apply regardless financial information of whether any Revolving Credit Commitment remains outstanding on the relevant test dateeach Excluded Entity.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower with the agreement of the Borrower's Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or the Administrative Agent shall so requestVIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderCovenants), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired or disposed of in accordance with this Agreement by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial CovenantCovenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower with the agreement of the Borrower's Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or the Administrative Agent shall so requestVIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all any of the financial covenant calculations required by this Agreement to determine compliance with Article V (Financial Covenant) be made by the Borrower and any other financial ratio hereunderits Subsidiaries, all components of such calculations shall be adjusted to include for any fiscal period or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and portion thereof occurring prior to the end Closing Date shall be calculated by reference to the financial performance of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateOld WCI.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) . If at any time any change in GAAP would affect (including International Financial Reporting Standards) results in a change in the computation calculation of the financial covenants or interpretation of related provisions of this Agreement or any financial ratio or requirementother Loan Document, and either then the Borrower or the Administrative Agent shall so requestBorrower, the Administrative Agent and the Borrower shall Required Lenders agree to negotiate in good faith to amend such ratio or requirement provisions of this Agreement so as to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating evaluation of the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to made; provided that no change in the approval accounting principles used in the preparation of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) any financial statement hereafter adopted by the Borrower shall provide to be given effect for purposes of measuring compliance with any provision of Article V or VI unless the Administrative Borrower, Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a written reconciliation, in form reconciliation between the calculations and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made amounts set forth therein before and after giving effect to such change in GAAP and (ii) for the avoidance GAAP. Notwithstanding any other provision contained herein, all terms of doubt, (A) the amount of any Capital Lease Obligation an accounting or financial nature used herein shall at all times be calculated in accordance with the definition of that termconstrued, and all computations of amounts and ratios referred to in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower Credit Party or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes Subsidiary of any ratio test Credit Party at “fair value.” In addition, the financial ratios and related definitions set forth in the definition Loan Documents shall be computed to exclude the application of “Permitted Acquisition” FAS 133, FAS 150 or Article VIII FAS 123r (Negative Covenantsto the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the Consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity), the test set forth . A breach of a financial covenant contained in Article V (Financial Covenant) VI shall apply be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of whether any Revolving Credit Commitment remains outstanding on when the relevant test datefinancial statements reflecting such breach are delivered to Agent.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to be made pursuant hereto and computations thereunder (including for purpose of measuring compliance with Article V (Financial Covenant)under Section 10 and any definitions used in such calculations) shallshall be made, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. . Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for Parent and its Subsidiaries, in each case without duplication. If Parent or the Borrower requests an amendment to any provision hereof to eliminate the effect of (ba) If at any time any change in GAAP would affect or the computation application thereof or (b) the issuance of any financial ratio new accounting rule or requirementguidance or in the application thereof, and in either case, occurring after the Borrower or Closing Date, then the Administrative Agent shall so requestLenders, the Administrative Agent Parent and the Borrower shall agree that they will negotiate in good faith amendments to amend such ratio or requirement so as to equitably reflect the provisions of this Agreement that are directly affected by such change in GAAP or issuance with the desired result that intent of having the criteria for evaluating respective positions of the Borrower’s financial condition shall be Lenders, Parent and the same Borrower after such change in GAAP or issuance conform as if such change in GAAP had not been made (subject nearly as possible to the approval their respective positions as of the Requisite Lenders); providedClosing Date and, however, thatuntil any such amendments have been agreed upon, (i) until so amended, (A) such ratio or requirement the provisions in this Agreement shall continue to be computed in accordance with GAAP, calculated as applicable, prior to if no such change therein or issuance has occurred and (Bii) Parent and the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, reconciliation in form and substance reasonably satisfactory to the Administrative AgentLenders, between calculations of such ratio or requirement made any baskets and other requirements hereunder before and after giving effect to such change or issuance.. Notwithstanding anything herein to the contrary, for purposes of Section 9 hereof and any other negative covenant in GAAP and the Loan Documents (ii) but not, for the avoidance of doubtdoubt any financial reporting obligations under the Loan Documents), (A) with respect to the amount accounting for leases as either operating leases or capital leases and the impact of any Capital Lease Obligation shall at all times be calculated such accounting in accordance with FASB ASC 842 on the definition of that termdefinitions and covenants contained herein, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderDecember 31, all components of such calculations 2018, shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateapplied.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any . No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio statement hereafter adopted by Borrowers and their respective Subsidiaries shall be given effect for purposes of measuring compliance with any provision of Article VI or requirementVII, calculating the Applicable Margin or otherwise determining any relevant ratios and either baskets which govern whether any action is permitted hereunder unless the Borrower or the Administrative Agent shall so requestBorrowers, the Administrative Agent and the Borrower shall negotiate in good faith Required Lenders agree to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP 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 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 Credit Party or any Subsidiary of any Credit Party at “fair value” and (ii) for the avoidance any treatment of doubtIndebtedness 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, (A) the amount of any Capital Lease Obligation and such Indebtedness shall at all times be calculated valued at the full stated principal amount thereof. A breach of a financial covenant contained in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease Article VII shall be deemed to have occurred as of the Borrower or last day of any specified measurement period, regardless of when the Subsidiaries that would financial statements reflecting such breach are delivered to Agent. (b) For purposes of determining pro forma compliance with any financial covenant as of any date prior to the first date on which such financial covenant is to be characterized as an operating lease under GAAP in effect on tested hereunder, the Closing Date (whether level of any such lease is entered into before or after financial covenant shall be deemed to be the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of covenant level for such changes in GAAPfirst test date. (c) For If the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderdetermining such availability or compliance, all components the cash proceeds of such calculations Indebtedness, shall not be adjusted to include included in the calculation, if applicable, of cash or exclude, as cash equivalents included in the case may be, without duplication, such components determination of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateleverage ratio.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower with the agreement of the Group Member’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenant) or the Administrative Agent shall so requestVIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed that no change in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio including proposed or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any actual changes in GAAP after with respect to the Closing Datetreatment of operating leases and capital leases, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation or treatment that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenant) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations hereunder, including to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries Group Members (including through Permitted Acquisitions) (i) on or after the first day of the applicable period of determination and on or prior to the end of such periodperiod or (ii) subsequent to the applicable period of determination and prior to, or simultaneously with, the event for which the calculation of any such financial calculation shall be calculated, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial calculations) required to be made submitted pursuant hereto (including to this Agreement shall be prepared in conformity with, Applicable Accounting Standards, applied in a consistent manner. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent or any of its Subsidiaries shall be given effect for purpose purposes of measuring compliance with any provision of Article V (Financial Covenant)) shallIX, including Section 9.13, or otherwise in this Agreement unless expressly otherwise provided hereinParent, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate Required Lenders agree in good faith writing to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s Applicable Accounting Standards and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for Applicable Accounting Standards; provided that the avoidance of doubtCredit Parties may change their accounting method 21029590V.1 in accordance with Section 9.13. Notwithstanding any other provision contained herein, (A) the amount of any Capital Lease Obligation shall at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be calculated in accordance with the definition of that termconstrued, and all computations of amounts referred to in Article IX shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (Bor any other Financial Accounting Standard having a similar result or effect) notwithstanding to value any changes Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”. A breach of a Financial Performance Covenant shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in GAAP this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into after the Closing Date, any ) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of the Borrower or the Subsidiaries that would be characterized such Person under Applicable Accounting Standards as an operating lease under GAAP in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (whether x) the adoption of any changes in, or (y) changes in the application of, such lease is entered into before or Applicable Accounting Standards after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any . No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio statement hereafter adopted by any Credit Party shall be given effect for purposes of measuring compliance with any provision of Article V or requirement, and either VII unless the Borrower or the Administrative Agent shall so requestBorrower, the Administrative Agent and the Borrower shall negotiate in good faith Required Lenders agree to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP 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 in Article V and Article VII shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (iior any other Financial Accounting Standard having a similar result or effect) for the avoidance of doubt, (A) the amount to value any Indebtedness or other Liabilities of any Capital Lease Obligation shall Credit Party or any Subsidiary of any Credit Party at all times be calculated in accordance with the definition of “fair value.” Any lease that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized was treated as an operating lease under GAAP in effect on at the Closing Date (whether such lease is time it was entered into before or after the Closing Date) shall not constitute Indebtedness or that later becomes a Capital Lease Obligation under this Agreement or any other Loan Document capital lease as a result of a change in GAAP during the life of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) lease, including any renewals, and any other financial ratio hereunderlease entered into after the date of this Agreement that would have been considered an operating lease under the provisions of GAAP in effect as of December 31, all components of such calculations 2016, in each case, shall be adjusted treated as an operating lease for all purposes under this Agreement. A breach of a financial covenant contained in Article VII shall be deemed to include or exclude, have occurred as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired date of determination by the Borrower Administrative Agent or any as of its Subsidiaries (including through Permitted Acquisitions) after the first last day of any specified measurement period, regardless of when the applicable period of determination and prior financial statements reflecting such breach are delivered to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateAdministrative Agent.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial CovenantCovenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or requirementpermitted by the rules, regulations, pronouncements and either opinions of the Borrower Financial Accounting Standards Board or the Administrative Agent shall so requestAmerican Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrowers and results in a change in any of the calculations required to determine ongoing compliance with Article V (Financial Covenants) or Article VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrowers shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateArticle VIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial CovenantCovenants) and any other financial ratio hereunderor Article VIII (Negative Covenants), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries Loan Party (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower Borrowers on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) . If at any time any change in GAAP would affect results in a change in the computation calculation of the financial covenants or interpretation of related provisions of this Agreement or any financial ratio or requirementother Loan Document, and either then the Borrower or the Administrative Agent shall so requestBorrower, the Administrative Agent and the Borrower shall negotiate in good faith Required Lenders agree to amend such ratio or requirement provisions of this Agreement so as to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to made; provided that no change in the approval accounting principles used in the preparation of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio any financial statement hereafter adopted by Holdings or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to be given effect for purposes of measuring compliance with any provision of Section 1.12 or Article V or VI unless (and until) the Administrative Borrower, Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless (and until) such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a written reconciliation, in form reconciliation between the calculations and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made amounts set forth therein before and after giving effect to such change in GAAP and (ii) for the avoidance GAAP. Notwithstanding any other provision contained herein, all terms of doubt, (A) the amount of any Capital Lease Obligation an accounting or financial nature used herein shall at all times be calculated in accordance with the definition of that termconstrued, and all computations of amounts and ratios referred to in Section 1.12 or Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of such changes any Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations VI shall be adjusted deemed to include or exclude, have occurred as of the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first last day of any specified measurement period, regardless of when the applicable period of determination and prior financial statements reflecting such breach are delivered to Agent. Notwithstanding anything to the end of such periodcontrary contained herein, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of determining pro forma compliance with each of the financial covenants in Sections 6.2 and 6.3 for any ratio test set forth period prior to September 30, 2011, Holdings shall be required to be in compliance with the definition ratios otherwise required in respect of “Permitted Acquisition” or Article VIII (Negative Covenants)the Test Period ending September 30, the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date2011.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial calculations) required to be made submitted pursuant hereto (including to this Agreement shall be prepared in conformity with, Applicable Accounting Standards, applied in a consistent manner. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by Parent or any of its Subsidiaries shall be given effect for purpose purposes of measuring compliance with any provision of Article V (Financial Covenant)) shallIX, including Section 9.13, or otherwise in this Agreement unless expressly otherwise provided hereinParent, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate Required Lenders agree in good faith writing to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s Applicable Accounting Standards and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for Applicable Accounting Standards; provided that the avoidance of doubtCredit Parties may change their accounting method 40 21029590V.1 in accordance with Section 9.13. Notwithstanding any other provision contained herein, (A) the amount of any Capital Lease Obligation shall at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be calculated in accordance with the definition of that termconstrued, and all computations of amounts referred to in Article IX shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (Bor any other Financial Accounting Standard having a similar result or effect) notwithstanding to value any changes Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”. A breach of a Financial Performance Covenant shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in GAAP this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into after the Closing Date, any ) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of the Borrower or the Subsidiaries that would be characterized such Person under Applicable Accounting Standards as an operating lease under GAAP in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (whether x) the adoption of any changes in, or (y) changes in the application of, such lease is entered into before or Applicable Accounting Standards after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If at any time any . No change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio statement hereafter adopted by Holdings shall be given effect for purposes of measuring compliance with any provision of Article V or requirementVI unless the Borrowers, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent Agents and the Borrower shall negotiate in good faith Required Lenders agree to amend modify such ratio or requirement so as provisions to equitably reflect such change changes in GAAP with the desired result that the criteria for evaluating the Borrower’s and, unless such provisions are modified, all financial condition statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change calculations and amounts set forth therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP 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 in Article V and Article VI 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 Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent. For purposes of determining (i) the US Dollar Equivalent of any Revolving Loan and any other amount used in connection with the calculation of the Maximum US Revolving Loan Balance and the Maximum Canadian Revolving Loan Balance in connection with any proposed Borrowing (or upon any request for conversion or continuation of any Revolving Loan), shall be based upon the US Dollar Equivalent as in effect two (2) Business Days prior to such Borrowing, conversion or continuation, (ii) the US Dollar Equivalent of any Revolving Loan and any other amount used in connection with the calculation of the Maximum US Revolving Loan Balance and the Maximum Canadian Revolving Loan Balance in connection with any proposed issuance of a Letter of Credit (or upon any request for the avoidance of doubtamendment, (A) renewal or extension thereof), shall be based upon the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized US Dollar Equivalent 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 or a Capital Lease Obligation under this Agreement or any other Loan Document as a result date of such changes issuance, amendment, renewal or extension, and (iii) compliance under each of Articles IV, V and VI, any amount in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any a currency other financial ratio hereunderthan US Dollars will be converted, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test datelast Business Day of each Fiscal Quarter or, more frequently as US Agent may require upon the occurrence and during the continuance of an Event of Default.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial CovenantCovenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of any financial ratio the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or requirementpermitted by the rules, regulations, pronouncements and either opinions of the Borrower Financial Accounting Standards Board or the Administrative Agent shall so requestAmerican Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Company with the agreement of the Company's Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith in order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrowers shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. Without limiting the generality of the foregoing, the Borrowers shall neither be deemed to be in compliance with any financial covenant or negative covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderCovenants), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any Person or line of business or assets that have been acquired or disposed of by the Borrower Company or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower Company on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any financial ratio or requirement, successors thereto) and either such change is adopted by the Borrower with the agreement of the Borrower’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or the Administrative Agent shall so requestVIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Administrative Agent and the Borrower shall negotiate parties hereto agree to enter into negotiations in good faith order to amend such ratio or requirement provisions so as to equitably reflect such change in GAAP with the desired result such that the criteria for evaluating compliance with such covenants by the Borrower’s financial condition Borrower shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders)made; provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such that no change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP affect a calculation that measures compliance with any covenant contained in effect on the Closing Date Article V (whether such lease is entered into before Financial Covenants) or after the Closing DateVIII (Negative Covenants) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of be given effect until such provisions are amended to reflect such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunderCovenants), all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basispro forma basis. For the avoidance of doubtCREDIT AGREEMENT KNOLOGY, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test dateINC.