Common use of Accounting Terms and Determinations; GAAP Clause in Contracts

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis), applied on a basis consistent with the Financial Statements, except for Accounting Changes (as defined below) with which the Company’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, audited financial statements of Parent and its Consolidated Restricted Subsidiaries referred to in Section 8.01(a) (except for Accounting Changes (as defined below) changes concurred with which the Company’s by Parent and its Consolidated Restricted Subsidiaries’ independent certified public accountants concur and which are disclosed to accountants); provided that, if Parent notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof or the operation of such provision (or if the Administrative Agent notifies Parent that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a)basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be Document, for purposes of calculations made or delivered, as applicable, in accordance therewith. In pursuant to the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so or any other Loan Document, GAAP will be deemed to treat leases that would have been classified as to reflect equitably such Accounting Changes operating leases in accordance with generally accepted accounting principles in the United States as in effect on December 31, 2014 in a manner consistent with the desired result treatment of such leases under generally accepted accounting principles in the United States as in effect on December 31, 2014, notwithstanding any modifications or interpretive changes thereto that may occur thereafter. Notwithstanding anything to the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms contrary in this Agreement or any other Loan Document, for the purposes of calculating any of the ratios tested under Section 9.10, and the components of each of such ratios, all Unrestricted Subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall continue to be calculated excluded, except that cash distributions actually received by Parent or construed any Consolidated Restricted Subsidiary from Unrestricted Subsidiaries shall be included as if income of Parent and such Accounting Changes had not occurred. Consolidated Restricted Subsidiary when received as provided in the definition of “Accounting ChangesEBITDA” refers to changes contained in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECSection 1.01.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to ; provided that, unless the contrary contained Borrower and the Majority Revolving Credit Lenders shall otherwise agree in writing, no such change shall modify or affect the preceding sentence or manner in which compliance with the definitions of “Finance Leases,” covenants set forth in the event of an accounting change requiring Section 9.01 is computed such that 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” computations shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewithconducted utilizing financial information presented consistently with prior periods. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the CompanyBorrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC. For the purposes of this agreement, operating leases shall be accounted for in a manner consistent with GAAP as in effect on December 31, 2018. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Unrestricted Subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary to any Credit Parties or Restricted Subsidiaries, which shall be deemed to be income to such Credit Party or Restricted Subsidiary when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants set forth herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event herein, all terms of an accounting change requiring or financial nature used herein shall be construed, and all leases computations of amounts and ratios referred to herein shall be capitalizedmade, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to without giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases i) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made Financial Accounting Standard having a similar result or deliveredeffect) to value any Debt or other liabilities of the Borrower or any Subsidiary at “fair value”, as applicabledefined therein and (ii) any treatment of Debt under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, in accordance therewithand such Debt shall at all times be valued at the full stated principal amount thereof. In the event that any “Accounting Change” Change shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the CompanyBorrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed in such Financial Statements or to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything ; provided that, if (i) the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the contrary contained effect of any change occurring after the date hereof in the preceding sentence GAAP or in the definitions application thereof on the operation of “Finance Leases,” or calculation of compliance with such provision or (ii) the Administrative Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose, regardless of whether any such notice is given before or after such change in GAAP or in the event of an accounting change requiring all leases to application thereof, then such provision shall be capitalized, only those leases (assuming for purposes hereof that such leases were in existence interpreted on the date hereof) that would constitute Finance Leases in conformity with basis of GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and applied immediately before such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend shall have become effective until such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment notice shall have been executed withdrawn or such provision amended in accordance herewith. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and delivered by the Borrowercomponents of each of such ratios, the Administrative Agent following shall be excluded: all Unrestricted Subsidiaries, and their Subsidiaries (including their assets, liabilities, income, expenses, losses, cash flows, and the Majority Lenderselements thereof), all financial covenants, standards and terms except as set forth in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by clause (a) of the promulgation definition of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECConsolidated Net Income.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Initial Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyParent’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event of an accounting change requiring all leases to be capitalized; provided that, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then unless the Borrower and the Administrative Agent Majority Lenders shall otherwise agree to enter into negotiations in good faith writing, no such change shall modify or affect the manner in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes which compliance with the desired result covenants set forth in ARTICLE IX is computed such that the criteria for evaluating the Company’s financial condition all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the same after contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment ratios, all Unrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall have been executed and delivered be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to the BorrowerParent, the Administrative Agent and the Majority LendersBorrower or any other Restricted Subsidiary, all financial covenants, standards and terms in this Agreement which shall continue be deemed to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers income to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicableParent, the SECBorrower or such other Restricted Subsidiary when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants set forth in Section 9.01 is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Unrestricted Subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary to any Credit Parties, which shall be deemed to be income to such Credit Party when actually received by it. Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or deliveredDocument, as applicable, in accordance therewith. In for purposes of compliance with the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so or any other Loan Document, GAAP will be deemed to treat operating leases and Capital Leases in a manner consistent with their current treatment under GAAP as of the Effective Date, notwithstanding any modifications or interpretive changes thereto that may occur thereafter, including, for the avoidance of doubt, any future phase-in of changes to reflect equitably such Accounting Changes with GAAP contemplated by amendments to GAAP that have been adopted as of the desired result Effective Date (it being understood that the criteria for evaluating the Company’s financial condition statements shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in prepared without giving effect to this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECsentence).

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on or before the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event of an accounting change requiring all leases to be capitalized; provided that, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then unless the Borrower and the Administrative Agent Majority Lenders shall otherwise agree to enter into negotiations in good faith writing, no such change shall modify or affect the manner in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes which compliance with the desired result covenants contained herein is computed such that the criteria for evaluating the Company’s financial condition all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the same after contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment ratios, all Unrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any Unrestricted Subsidiary Distributions (other than Unrestricted Subsidiary Distributions that have been executed and delivered used or will be used by the BorrowerParent to make distributions under Section 9.04(a)(iv)), the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement which shall continue be deemed to be calculated income to the Parent or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required Restricted Subsidiary when actually received by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECit.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to ; provided that, unless the contrary contained Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the preceding sentence or manner in which compliance with the definitions of “Finance Leases,” covenants set forth in the event of an accounting change requiring Section 9.01 are computed such that 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” computations shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewithconducted utilizing financial information presented consistently with prior periods. In the event that any “Accounting Change” Change shall occur and such change results in a change in the method or result of calculation of financial covenants, standards or terms in this Agreementterms, then the Borrower Lenders and the Administrative Agent agree to Credit Parties shall enter into negotiations in good faith in order to amend such provisions of this Agreement the Loan Documents so as to equitably reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s Credit Parties’ financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the BorrowerCredit Parties, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement the Loan Documents shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event of an accounting change requiring all leases to be capitalized; provided that, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then unless the Borrower and the Administrative Agent Majority Lenders shall otherwise agree to enter into negotiations in good faith writing, no such change shall modify or affect the manner in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes which compliance with the desired result covenants contained herein is computed such that the criteria for evaluating the Company’s financial condition all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the same after contrary, unless otherwise expressly stated, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment ratios, all Unrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall have been executed and delivered be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to the BorrowerParent, the Administrative Agent and the Majority LendersBorrower or any other Restricted Subsidiary, all financial covenants, standards and terms in this Agreement which shall continue be deemed to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers income to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicableParent, the SECBorrower or such other Restricted Subsidiary when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event of an accounting change requiring all leases to be capitalized; provided that, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then unless the Borrower and the Administrative Agent Majority Lenders shall otherwise agree to enter into negotiations in good faith writing, no such change shall modify or affect the manner in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes which compliance with the desired result covenants contained herein is computed such that the criteria for evaluating the Company’s financial condition all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by contrary, for the Borrowerpurposes of calculating any of the ratios tested under Section 9.01, the Administrative Agent and the Majority Lenderscomponents of each of such ratios, all financial covenantsUnrestricted Subsidiaries and their subsidiaries (including their assets, standards liabilities, income, losses, cash flows, and terms in this Agreement the elements thereof) shall continue be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any Restricted Subsidiary, which shall be deemed to be calculated income to the Borrower or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required Restricted Subsidiary when actually received by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECit.

Accounting Terms and Determinations; GAAP. (a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Initial Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event of an accounting change requiring all leases to be capitalized; provided that, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then unless the Borrower and the Administrative Agent Majority Lenders shall otherwise agree to enter into negotiations in good faith writing, no such change shall modify or affect the manner in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes which compliance with the desired result covenants contained herein is computed such that the criteria for evaluating the Company’s financial condition all such computations shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lendersconducted utilizing financial information presented consistently with prior periods. (b) Notwithstanding any other provision contained herein, all terms of an accounting or financial covenantsnature used herein shall be construed, standards and terms in this Agreement all computations of amounts and ratios referred to herein shall continue be made, without giving effect to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of (i) any rule, regulation, pronouncement or opinion by the election under Financial Accounting Standards Board orAccounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrower or any Subsidiary at “fair value”, if applicableas defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the SECfull stated principal amount thereof. (c) Any lease that was or would be treated as an operating lease under GAAP on December 31, 2017 shall be treated as an operating lease for all purposes under this Agreement, and any lease that was or would be treated as a Capital Lease under GAAP on December 31, 2017 shall be treated as a Capital Lease for all purposes under this Agreement, in each case, regardless of any change in GAAP implemented after December 31, 2017.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the Financial Statements, except for Accounting Changes (as defined below) with which the Company’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which most recent audited consolidated financial statements are required to be of the Borrower delivered to the Lenders pursuant Lenders; provided that, if the Borrower notifies the Agent that the Borrower requests an amendment to Section 8.01(a). Notwithstanding anything any provision hereof to eliminate the contrary contained effect of any change occurring after the date hereof in GAAP or in the preceding sentence application thereof on the operation of such provision (or if the Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change in GAAP shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Without limiting the foregoing, for purposes of determining compliance with any provision of this Agreement and any related definitions (including, for the avoidance of doubt, for the purpose of the definitions of “Finance Leases,Indebtedness” and “Adjusted Consolidated Net Worth”), the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in GAAP that becomes effective on or after the event of an accounting change requiring all Effective Date that would require operating leases to be capitalizedtreated similarly to capital leases, only those leases (assuming for purposes hereof that such leases were in existence on including as a result of the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption implementation of proposed ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases840, and all calculations and deliverables under this Agreement or any other Loan Document shall be made successor or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECsimilar proposal.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a consistent basis consistent with the Financial Statements, except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to ; provided that, unless the contrary contained Borrower and the Required Lenders shall otherwise agree in writing, no such change shall modify or affect the preceding sentence or manner in which compliance with the definitions covenants set forth in Section 9.01 is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods; and provided, further, that for purposes of “Finance Leases,” in the event of an accounting change requiring such covenant compliance all leases by the Borrower and its Subsidiaries shall continue to be capitalized, only those accounted for as operating leases (assuming for purposes hereof that such or capital leases were in existence on the date hereof) that would constitute Finance Leases in conformity accordance with GAAP generally accepted accounting principles as in effect prior on November 30, 2020 without regard to giving effect to the adoption any future effectiveness of ASU No. 2016-02 “Leases (Topic ASC 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” Changes shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then at the Borrower’s or Administrative Agent’s request, the Administrative Agent, the Lenders and the Borrower and the Administrative Agent agree to shall enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating application of this Agreement to the Company’s financial condition Credit Parties shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statementsinitial financial statements delivered under Section 8.01, except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document to the contrary, (a) for the purposes of calculating compliance with any covenant in this Agreement or any other Loan Document, no effect shall be made or delivered, as applicable, given to any change in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in GAAP arising out of a change described in the method of calculation of financial covenantsProposed Accounting Standards Update to Leases (Topic 840) dated August 17, standards 2010 or terms in this Agreement, then a substantially similar pronouncement and (b) if the Borrower and notifies the Administrative Agent agree to enter into negotiations in good faith in order writing that the Borrower wishes to amend any financial covenant in Section 9.01, any related definition to eliminate the effect of any change in GAAP occurring after the Effective Date on the operation of such provisions of this Agreement so as to reflect equitably such Accounting Changes with financial covenants (or if the desired result Administrative Agent notifies the Borrower in writing that the criteria for evaluating Majority Lenders wish to amend any financial covenant in Section 9.01, any related definition to eliminate the Company’s financial condition shall be the same after effect of any such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrowerchange in GAAP), then the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratios or requirements to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, the Loan Parties’ compliance with such covenants shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenants or definitions are amended in a manner satisfactory to the Borrower and the Majority Lenders, all and the Loan Parties shall provide to the Administrative Agent, when they deliver their financial covenantsstatements pursuant to under Sections 8.01(a) and (b) of this Agreement, standards and terms in this Agreement such reconciliation statements as shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required reasonably requested by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECAdministrative Agent.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statementsfinancial statements delivered pursuant to Section 7.04(a), except for Accounting Changes (as defined below) with which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to ; provided that, unless the contrary contained Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the preceding sentence or manner in which compliance with the definitions of “Finance Leases,” covenants set forth in the event of an accounting change requiring Section 9.01 is computed such that all leases to such computations shall be capitalizedconducted utilizing financial information presented consistently with prior periods; and provided, only those leases (assuming further, for purposes hereof that of such covenant compliance by the Borrower and its Subsidiaries, operating and capital leases were shall be treated in existence on the date hereof) that would constitute Finance Leases in conformity a manner consistent with their treatment under GAAP as in effect prior to giving effect to the adoption issuance by the Financial Accounting Standards Board on February 25, 2016 of ASU Accounting Standards Update No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith02. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the CompanyBorrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless Except as otherwise specified expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if any Loan Party notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Loan Parties that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be madeconstrued, and all financial statements computations of amounts and certificates and reports as ratios referred to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder herein shall be prepared, in accordance with GAAP made (including the impact of “fresh start” accounting i) without giving effect to any election under Accounting Standards Codification 852, which for the avoidance ▇▇▇-▇▇-▇▇ (previously referred to as Statement of doubt shall be applicable only on Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a post-emergence basissimilar result or effect), applied on a basis consistent with to value any Indebtedness or other liabilities of the Financial Statements, except for Accounting Changes (Borrowers or any Subsidiary at “fair value,” as defined belowtherein, (ii) with which without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20, 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 Company’s independent certified public accountants concur full stated principal amount thereof and which are disclosed (iii) without giving effect to the Administrative Agent any change to lease accounting rules from those in effect on the next date on which financial statements are required to be delivered to the Lenders hereof pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained Accounting Standards Codification 840 and other lease accounting guidance as in the preceding sentence or in the definitions of “Finance Leases,” 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 effect on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified hereinin the relevant Loan Document, all accounting terms used herein and in the other Loan Documents shall be interpreted, all determinations with respect to accounting matters hereunder and thereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Closing Date Financial Statements, except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event of an accounting change requiring all leases to be capitalized; provided that, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then unless the Borrower and the Administrative Agent Majority Lenders shall otherwise agree to enter into negotiations in good faith writing, no such change shall modify or affect the manner in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes which compliance with the desired result covenants contained herein is computed such that the criteria for evaluating the Company’s financial condition all such computations shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrowerconducted utilizing financial information presented consistently with prior periods; provided, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement further leases shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers classified and accounted for on a basis consistent with that reflected in the financial statements referred to changes in Section 7.04(a)(i) for all purposes of this Agreement, notwithstanding any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SECSEC relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Unrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any Restricted Subsidiary, which shall be deemed to be income to the Borrower or such Restricted Subsidiary when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statementsinitial financial statements to be delivered pursuant to Section 8.01(a), except for Accounting Changes (as defined below) with which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” Change shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the CompanyBorrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including subject to the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basisaccounting), applied on a basis consistent with the Financial Statements, except for Accounting Changes (as defined below) with which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the CompanyBorrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, financial statements first delivered pursuant to Section 8.01(a) except for Accounting Changes (as defined below) with changes in which the Company’s Borrower's independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Required Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Unrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any Restricted Subsidiary, which shall be deemed to be income to the Borrower or such Restricted Subsidiary when actually received by it. Notwithstanding anything to the contrary contained in the preceding sentence Section 1.05 or in the definitions definition of “Finance Leases"Capital Lease,” " any change in accounting for leases pursuant to GAAP resulting from the event adoption of an accounting change requiring all leases Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) ("FAS 842"), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with so treated under GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” on December 31, 2015, such lease shall not be considered Finance Leasesa capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants set forth in Section 9.01 is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Unrestricted Subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary to any Credit Parties, which shall be deemed to be income to such Credit Party when actually received by it. Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or deliveredDocument, as applicable, in accordance therewith. In for purposes of compliance with the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so or any other Loan Document, GAAP will be deemed to treat operating leases and Capital Leases in a manner consistent with their current treatment under GAAP as of the “Effective Date” (as defined in the Existing Credit Agreement), notwithstanding any modifications or interpretive changes thereto that may occur thereafter, including, for the avoidance of doubt, any future phase-in of changes to reflect equitably such Accounting Changes with GAAP contemplated by amendments to GAAP that had been adopted as of the desired result “Effective Date” (as defined in the Existing Credit Agreement) (it being understood that the criteria for evaluating the Company’s financial condition statements shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in prepared without giving effect to this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECsentence).

Accounting Terms and Determinations; GAAP. (a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statementsfinancial statements delivered pursuant to Section 7.04(a), except for Accounting Changes (as defined below) with which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the CompanyBorrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a consistent basis consistent with the Financial Statements, except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to ; provided that, unless the contrary contained Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the preceding sentence or manner in which compliance with the definitions of “Finance Leases,” covenants set forth in the event of an accounting change requiring Section 9.01 is computed such that 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” computations shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewithconducted utilizing financial information presented consistently with prior periods. In the event that any “Accounting Change” Changes shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then at the Borrower’s or the Administrative Agent’s request, the Administrative Agent, the Lenders and the Borrower and the Administrative Agent agree to shall enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating application of this Agreement to the Company’s financial condition Credit Parties shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers Notwithstanding anything to changes in the contrary contained herein, (a) all terms of an accounting principles required by the promulgation or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any rule, regulation, pronouncement or opinion by the election under Financial Accounting Standards Board orAccounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Credit Parties at “fair value”, if applicableas defined therein and (ii) any treatment of Debt under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the SECfull stated principal amount thereof; and (b) all obligations of any Person that are or would have been treated as operating leases for purposed of GAAP prior to the effectiveness of ASC 842 shall continue to be accounted for as operating leases for all purposes hereunder or under any Loan Document notwithstanding the fact that such obligations are required in accordance with ASC 842 (on a prospective or retroactive basis or otherwise) to be treated as capital leases.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial StatementsStatements except (a) that, except notwithstanding GAAP, Parent’s and the Borrower’s accounting treatment of capital leases and operating leases shall be consistent with the Parent’s and the Borrower’s accounting treatment thereof as was in effect on December 15, 2018, and (b) for Accounting Changes (as defined below) with changes in which the CompanyParent’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event of an accounting change requiring all leases to be capitalized; provided that, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then unless the Borrower and the Administrative Agent Majority Lenders shall otherwise agree to enter into negotiations in good faith writing, no such change shall modify or affect the manner in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes which compliance with the desired result covenants contained herein is computed such that the criteria for evaluating the Company’s financial condition all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the same after contrary, unless otherwise expressly stated, for the purposes of calculating any of the ratios tested under Section 9.01 (including testing of such Accounting Changes as if ratios at other times to the extent required under this Agreement), and the components of each of such Accounting Changes had not been made. Until such time as such an amendment ratios, all Unrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall have been executed and delivered be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to the BorrowerParent, the Administrative Agent and the Majority LendersBorrower or any other Restricted Subsidiary, all financial covenants, standards and terms in this Agreement which shall continue be deemed to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers income to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicableParent, the SECBorrower or such other Restricted Subsidiary when actually received by it.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, financial statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event of an accounting change requiring all leases to be capitalized; provided that, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then unless the Borrower and the Administrative Agent Majority Lenders shall otherwise agree to enter into negotiations in good faith writing, no such change shall modify or affect the manner in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes which compliance with the desired result covenants contained herein is computed such that the criteria for evaluating the Company’s financial condition all such computations shall be the same after such Accounting Changes as conducted utilizing financial information presented consistently with prior periods; provided, further, that if such Accounting Changes had not been made. Until such at any time as such an amendment shall have been executed and delivered any change in GAAP or interpretation thereof by the Borrower, independent auditors of any Loan Party or its Subsidiaries would require that operating leases entered into in the Administrative Agent and the Majority Lendersordinary course of business be treated in a manner similar to financial leases under GAAP, all financial covenants, standards requirements and terms in this Agreement shall continue to be calculated as though no operating lease shall be treated as a Capital Lease for any purpose hereunder. All indemnification and release provisions of this Agreement shall be construed broadly (and not narrowly) in favor of the Persons receiving indemnification or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECbeing released.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the Company’s Holdings’ independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to ; provided that, unless the contrary contained Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the preceding sentence or manner in which compliance with the definitions of “Finance Leases,” covenants set forth in the event of an accounting change requiring Section 9.01 are computed such that 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” computations shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewithconducted utilizing financial information presented consistently with prior periods. In the event that any “Accounting Change” Change shall occur and such change results in a change in the method or result of calculation of financial covenants, standards or terms in this Agreementterms, then the Borrower Lenders and the Administrative Agent agree to Obligors shall enter into negotiations in good faith in order to amend such provisions of this Agreement the Loan Documents so as to equitably reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s Obligors’ financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the BorrowerObligors, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement the Loan Documents shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a consistent basis consistent with the Financial Statements, except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to ; provided that, unless the contrary contained Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the preceding sentence or manner in which compliance with the definitions covenants set forth in Section 9.01 is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods; and provided, further, that for purposes of “Finance Leases,” in the event of an accounting change requiring such covenant compliance all leases by the Borrower and its Subsidiaries shall continue to be capitalized, only those accounted for as operating leases (assuming for purposes hereof that such or capital leases were in existence on the date hereof) that would constitute Finance Leases in conformity accordance with GAAP generally accepted accounting principles as in effect prior on the Effective Date without regard to giving effect to the adoption any future effectiveness of ASU No. 2016-02 “Leases (Topic ASC 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” Changes shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then at the Borrower’s or Administrative Agent’s request, the Administrative Agent, the Lenders and the Borrower and the Administrative Agent agree to shall enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating application of this Agreement to the Company’s financial condition Credit Parties shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers Notwithstanding anything herein to changes in accounting principles required the contrary, for the purposes of calculating any of the ratios tested under Section 9.01 and the components of each of such ratios, all Unrestricted Subsidiaries and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or cash distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to the promulgation of Borrower or any ruleRestricted Subsidiary, regulation, pronouncement which shall be deemed to be income to the Borrower or opinion such Restricted Subsidiary when actually received by the Financial Accounting Standards Board or, if applicable, the SECit.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Required Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding the foregoing, for purposes of determining compliance with any covenant or metric (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” herein, in the event of an accounting change that the Borrower adopts ASC 842 (requiring all leases to be capitalized), only those leases (assuming for purposes hereof that such leases were in existence on prior to the date hereofof the Borrower’s adoption of ASC 842) that would constitute Finance Capital Leases in conformity with GAAP as in effect prior to giving effect to the date of the Borrower’s adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” ASC 842 shall be considered Finance Leases, Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations with respect to accounting matters hereunder shall be made, made and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders delivered hereunder shall be prepared, prepared in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the Financial Statements, except for Accounting Changes (as defined below) with which the Company’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which most recent audited consolidated financial statements are required to be of the Borrower delivered to the Lenders pursuant Lenders; provided that, if the Borrower notifies the Agent that the Borrower requests an amendment to Section 8.01(a). Notwithstanding anything any provision hereof to eliminate the contrary contained effect of any change occurring after the date hereof in GAAP or in the preceding sentence application thereof on the operation of such provision (or if the Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change in GAAP shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Without limiting the foregoing, for purposes of determining compliance with any provision of this Agreement and any related definitions (including, for the avoidance of doubt, for the purpose of the definitions of “Finance Leases,Indebtedness” and “Adjusted Consolidated Net Worth”), the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in GAAP that becomes effective on or after the event of an accounting change requiring all Effective Date that would require operating leases to be capitalizedtreated similarly to capital leases, only those leases (assuming for purposes hereof that such leases were in existence on including as a result of the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption implementation of proposed ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases840, and all calculations and deliverables under this Agreement or any other Loan Document shall be made successor or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECsimilar proposal.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event of an accounting change requiring all leases to be capitalized; provided that, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then unless the Borrower and the Administrative Agent Majority Lenders shall otherwise agree to enter into negotiations in good faith writing, no such change shall modify or affect the manner in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes which compliance with the desired result covenants contained herein is computed such that the criteria for evaluating the Company’s financial condition all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by contrary, for the Borrowerpurposes of calculating any of the ratios tested under Section 9.01, the Administrative Agent and the Majority Lenderscomponents of each of such ratios, all financial covenantsUnrestricted Subsidiaries, standards and terms in this Agreement their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall continue be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any Restricted Subsidiary, which shall be deemed to be calculated income to the Borrower or construed such Restricted Subsidiary when actually received by it. Any lease that was or would be treated as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes an operating lease under GAAP on the Effective Date shall be treated as an operating lease for all purposes under this Agreement, and any lease that was or would be treated as a Capital Lease under GAAP on the Effective Date, shall be treated as a Capital Lease for all purposes under this Agreement, in accounting principles required by the promulgation each case, regardless of any rule, regulation, pronouncement or opinion by change in GAAP after the Financial Accounting Standards Board or, if applicable, the SECEffective Date.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to therein (provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is Index computed, such that all such computations shall be conducted utilizing financial information presented consistently with prior periods); and provided further that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article IX or any financial ratio or requirement set forth in any Loan Document or any definition used therein to eliminate the effect of any change in GAAP on the next date operation of such covenant, financial ratio or requirement or definition (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article IX or any other Loan Document for such purpose), then the Borrower’s compliance with such covenant, financial ratio or requirement shall be determined on which the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant, financial statements are required to be delivered ratio or requirement or definition is amended in a manner satisfactory to the Lenders pursuant to Section 8.01(a)Borrower and the Majority Lenders. Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be Document, for purposes of calculations made or delivered, as applicable, in accordance therewith. In pursuant to the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so or any other Loan Document, GAAP will be deemed to treat leases that would have been classified as to reflect equitably such Accounting Changes operating leases in accordance with generally accepted accounting principles in the United States of America as in effect on December 31, 2009 in a manner consistent with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after treatment of such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in leases under generally accepted accounting principles required by in the promulgation United States of America as in effect on December 31, 2009, notwithstanding any rule, regulation, pronouncement modifications or opinion by the Financial Accounting Standards Board or, if applicable, the SECinterpretive changes thereto that may occur thereafter.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statementsfinancial statements delivered pursuant to Section 7.04(b), except for Accounting Changes (as defined below) with which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the CompanyBorrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless Except as otherwise specified expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be madeconstrued, and all financial statements computations of amounts and certificates and reports as ratios referred to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder herein shall be prepared, in accordance with GAAP made (including the impact of “fresh start” accounting x) without giving effect to any election under Accounting Standards Codification 852, which for the avoidance ▇▇▇-▇▇-▇▇ (previously referred to as Statement of doubt shall be applicable only on Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a post-emergence basissimilar result or effect), applied on a basis consistent with to value any Indebtedness or other liabilities of the Financial Statements, except for Accounting Changes (Borrower or any Subsidiary at “fair value,” as defined belowtherein, (y) with which without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect), to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the Company’s independent certified public accountants concur full stated principal amount thereof and which are disclosed (z) without giving effect to the Administrative Agent on the next date on which financial statements are required any change to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained lease accounting rules from those in the preceding sentence or in the definitions of “Finance Leases,” 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 effect on the date hereof) that would constitute Finance Leases in conformity with GAAP hereof pursuant to Accounting Standards Codification 840 and other lease accounting guidance as in effect prior on the date hereof and (ii) any obligations relating to giving effect to a lease that was accounted for by such Person as an operating lease as of the adoption Effective Date and any similar lease entered into after the Effective Date by such Person (or any Subsidiary or Affiliate of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” such Person) shall be considered Finance Leases, accounted for as obligations relating to an operating lease and all calculations and deliverables under this Agreement not as a Capital Lease Obligations or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECIndebtedness.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders Banks hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders Banks pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event of an accounting change requiring all leases to be capitalized; provided that, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then unless the Borrower and the Administrative Agent Majority Banks shall otherwise agree to enter into negotiations in good faith writing, no such change shall modify or affect the manner in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes which compliance with the desired result covenants contained herein is computed such that the criteria for evaluating the Company’s financial condition all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the same after contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such Accounting Changes as if ratios, all Unrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any Restricted Subsidiary, which shall be deemed to be income to the Borrower or such Accounting Changes had not been madeRestricted Subsidiary when actually received by it. Until such time as such an amendment shall Notwithstanding anything herein to the contrary, unless otherwise expressly stated (including, without limitation, for the purposes of calculating any of the ratios tested under Section 9.01), (i) all obligations of any Person that are or would have been executed and delivered by treated as operating leases for purposes of GAAP prior to the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement effectiveness of FASB ASC 842 shall continue to be calculated accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or construed not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be treated as if Capital Lease Obligations in the financial statements, (ii) all financial statements delivered to the Administrative Agent hereunder shall contain a schedule showing the modifications necessary to reconcile the adjustments made pursuant to clause (i) above with such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by financial statements and (iii) for purposes of determining compliance with any covenant (including the promulgation computation of any rulefinancial covenant) contained herein, regulationDebt of the Borrower and its Restricted Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, pronouncement or opinion by and the Financial Accounting Standards Board or, if applicable, the SECeffects of FASB ASC 825 on financial liabilities shall be disregarded.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders Lender hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the Company’s Borrowers’ independent certified public accountants concur and which are disclosed to the Administrative Agent Lender on the next date on which financial statements are required to be delivered to the Lenders Lender pursuant to Section 8.01(a). Notwithstanding anything to ; provided, that unless the contrary Borrowers and the Lender shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained in the preceding sentence or in the definitions of “Finance Leases,” in the event herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods; provided further that, all terms of an accounting change requiring or financial nature used herein and all leases references to GAAP shall be capitalizedconstrued, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior and all computations of amounts and ratios referred to herein shall be made without giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board orAccounting Standards Update No. 2016-02, if applicable, Leases (Topic 842) (the SEC“ASU”) so that all obligations of the Borrowers that is or would have been treated as operating leases for purposes of GAAP prior to the effectiveness of the ASU shall continue to be accounted for as operating leases for purposes of this Agreement (whether or not such operating lease obligations were in effect prior to the effectiveness of the ASU) regardless of whether such obligations are required to be treated as a Capital Lease in the financial statements of the Consolidated Borrower Entities in accordance with the ASU (on a prospective or retroactive basis or otherwise).

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis), applied on a basis consistent with the Financial Statements, except for Accounting Changes (as defined below) with which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the CompanyBorrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless Except as otherwise specified expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be madeconstrued, and all financial statements computations of amounts and certificates and reports as ratios referred to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder herein shall be prepared, in accordance with GAAP made (including the impact of “fresh start” accounting a) without giving effect to any election under Accounting Standards Codification 852, which for the avoidance 8▇▇-▇▇-▇▇ (previously referred to as Statement of doubt shall be applicable only on Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a post-emergence basissimilar result or effect), applied on a basis consistent with to value any Indebtedness or other liabilities of the Financial Statements, except for Accounting Changes (Borrower or any Subsidiary at “fair value,” as defined belowtherein, (b) with which without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20, 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 Company’s independent certified public accountants concur full stated principal amount thereof and which are disclosed (c) without giving effect to the Administrative Agent any change to lease accounting rules from those in effect on the next date on which financial statements are required to be delivered to the Lenders hereof pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained Accounting Standards Codification 840 and other lease accounting guidance as in the preceding sentence or in the definitions of “Finance Leases,” 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 effect on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders Holders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statementsinitial financial statements delivered under Section 8.01, except for Accounting Changes (as defined below) with changes in which the CompanyRRI’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders Holders pursuant to Section 8.01(a); provided that, unless the Issuer and the Requisite Holders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Note Document to the contrary, (a) for the purposes of calculating compliance with any covenant in this Agreement or any other Note Document, no effect shall be made given to any change in GAAP arising out of a change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010 or delivereda substantially similar pronouncement and (b) if the Issuer notifies the Agent in writing that the Issuer wishes to amend any financial covenant in Section 9.01, as applicableany related definition to eliminate the effect of any change in GAAP occurring after the Effective Date on the operation of such financial covenants (or if the Agent notifies the Issuer in writing that the Requisite Holders wish to amend any financial covenant in Section 9.01, in accordance therewith. In any related definition to eliminate the event that effect of any “Accounting Change” shall occur and such change results in GAAP), then the Agent and the Issuer shall negotiate in good faith to amend such ratios or requirements to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Requisite Holders); provided that, until so amended, the Note Parties’ compliance with such covenants shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenants or definitions are amended in a change in manner satisfactory to the method Issuer and the Requisite Holders, and the Note Parties shall provide to the Agent, when they deliver their financial statements pursuant to under Sections 8.01(a) and 8.01(b) of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so reconciliation statements as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered reasonably requested by the Borrower, Agent or the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECRequisite Holders.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statementsfinancial statements delivered pursuant to Section 7.04(a), except for Accounting Changes (as defined below) with which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to ; provided that, unless the contrary contained Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the preceding sentence or manner in which compliance with the definitions covenants set forth in Section 9.01 is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods; and provided, further, that for purposes of “Finance Leases,” in the event of an accounting change requiring such covenant compliance all leases by the Borrower and its Subsidiaries shall continue to be capitalized, only those accounted for as operating leases (assuming for purposes hereof that such or capital leases were in existence on the date hereof) that would constitute Finance Leases in conformity accordance with GAAP generally accepted accounting principles as in effect prior on the Closing Date without regard to giving effect to the adoption any future effectiveness of ASU No. 2016-02 “Leases (Topic ASC 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the CompanyBorrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, financial statements first delivered pursuant to Section 8.01(a) except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Required Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Unrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any Restricted Subsidiary, which shall be deemed to be income to the Borrower or such Restricted Subsidiary when actually received by it. Notwithstanding anything to the contrary contained in the preceding sentence Section 1.05 or in the definitions definition of “Finance LeasesCapital Lease,” any change in accounting for leases pursuant to GAAP resulting from the event adoption of an accounting change requiring all leases Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with so treated under GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” on December 31, 2015, such lease shall not be considered Finance Leasesa capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statementsfinancial statements delivered pursuant to Section 6.01(j), except for Accounting Changes (as defined below) with which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” Change shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Parent, the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the CompanyBorrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statementsfinancial statements delivered pursuant to Section 7.04(a), except for Accounting Changes (as defined below) with which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the CompanyBorrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants set forth in Section 9.01 are computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything to the contrary contained herein, (a) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) 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 Debt or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the preceding sentence or in the definitions of “Finance Leases,” full stated principal amount thereof; and (b) in the event of an accounting change that the Borrower adopts ASC 842 (requiring all leases to be capitalized), only those leases (assuming for purposes hereof that such leases were in existence on prior to the date hereofof the Borrower’s adoption of ASC 842) that would constitute Finance Capital Leases in conformity with GAAP as in effect prior to giving effect to the date of the Borrower’s adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” ASC 842 shall be considered Finance Leases, Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis), applied on a basis consistent with the Financial StatementsGAAP, except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event of an accounting change requiring all leases to be capitalized; provided that, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then unless the Borrower and the Administrative Agent Majority Lenders shall otherwise agree to enter into negotiations in good faith writing, no such change shall modify or affect the manner in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes which compliance with the desired result covenants set forth in ARTICLE IX is computed such that the criteria for evaluating the Company’s financial condition all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by contrary, for the Borrowerpurposes of calculating any of the ratios tested under Section 9.01, the Administrative Agent and the Majority Lenderscomponents of each of such ratios, (a) subject to clause (C) of the provision in the definition of EBITDA herein, all financial covenantsUnrestricted Subsidiaries, standards and terms in this Agreement their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall continue be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to the Borrower or any Restricted Subsidiary, which shall be deemed to be calculated income to the Borrower or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers Restricted Subsidiary when actually received by it, and (b) subject to changes clause (B) of the proviso in accounting principles required by the promulgation definition of any ruleEBITDA herein, regulationall assets, pronouncement or opinion by liabilities, income, losses, cash flows and elements thereof of all Drop Down OpCos shall be consolidated with those of the Financial Accounting Standards Board or, if applicable, the SECBorrower regardless of whether they would be so consolidated in accordance with GAAP.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event of an accounting change requiring all leases to be capitalized; provided that, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity except with GAAP as in effect prior to giving effect respect to the adoption of ASU No. 2016-02 “Leases the successful efforts method of accounting (Topic 842)” it being understood and ASU No. 2018-11 “Leases (Topic 842)” agreed that the effects of a change by the Borrower from the full cost method of accounting are already included in the relevant financial definitions contained in this Agreement and, for the avoidance of doubt, no consents shall be considered Finance Leasesrequired for the Borrower to use the successful efforts method of accounting), unless the Borrower and the Majority Revolving Credit Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants set forth in Section 9.01 is computed such that all calculations and deliverables under this Agreement or any other Loan Document such computations shall be made or delivered, as applicable, in accordance therewithconducted utilizing financial information presented consistently with prior periods. In the event that any “Accounting Change” Change shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the CompanyBorrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by Notwithstanding anything herein to the Borrowercontrary, for the Administrative Agent purposes of calculating any of the ratios tested under Section 9.01, and the Majority Lenderscomponents of each of such ratios, all financial covenantsUnrestricted Subsidiaries (including their assets, standards liabilities, income, losses, cash flows, and terms in this Agreement the elements thereof) shall continue be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary to any Credit Parties or Restricted Subsidiaries, which shall be deemed to be calculated income to such Credit Party or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required Restricted Subsidiary when actually received by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECit.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to ; provided that, unless the contrary contained Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the preceding sentence or manner in which compliance with the definitions of “Finance Leases,” covenants set forth in the event of an accounting change requiring Section 9.01 are computed such that 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” computations shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewithconducted utilizing financial information presented consistently with prior periods. In the event that any “Accounting Change” Change shall occur and such change results in a change in the method or result of calculation of financial covenants, standards or terms in this Agreementterms, then the Borrower Lenders and the Administrative Agent agree to Credit Parties shall enter into negotiations in good faith in order to amend such provisions of this Agreement the Loan Documents so as to equitably reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s Credit Parties’ financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the BorrowerCredit Parties, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement the Loan Documents shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any treatment of Debt under Accounting Changes” refers to changes in accounting principles required by the promulgation of Standards Codification 470-20 or 2015-03 (or any rule, regulation, pronouncement other Accounting Standards Codification or opinion by the Financial Accounting Standards Board orStandard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, if applicable, and such Debt shall at all times be valued at the SECfull stated principal amount thereof.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Required Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event of an accounting change requiring all leases to be capitalizedcontrary, only those leases (assuming i) for purposes hereof that such leases were of calculating compliance with any covenant in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document Document, no effect shall be made or delivered, as applicable, given to any change in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in GAAP arising out of a change described in the method Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010 or a substantially similar pronouncement, and (ii) for the purposes of calculation calculating any of financial covenantsthe ratios tested under Section 9.01, standards and the components of each of such ratios, all Unrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or terms in this Agreement, then distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition or any Restricted Subsidiary, which shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue deemed to be calculated income to the Borrower or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required Restricted Subsidiary when actually received by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECit.

Accounting Terms and Determinations; GAAP. (a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, financial statements except for Accounting Changes (as defined below) with changes in which the CompanyParent’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a9.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. All indemnification and release provisions of this Agreement shall be construed broadly (and not narrowly) in favor of the Persons receiving indemnification or being released. (b) Notwithstanding anything herein to the contrary contained in the preceding sentence foregoing or elsewhere in the definitions of “Finance Leases,” in the event this Agreement or any other Loan Document: (i) all terms of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were or financial nature used in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made construed, and all computations of amounts and ratios referred to in this Agreement or delivered, as applicableany other Loan Document shall be made, in accordance therewitheach case of the foregoing, without giving effect to any election under Accounting Standards Codification Section 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 Subsidiary as “fair value” (as defined therein); and (ii) for purposes of determining compliance with any covenant set forth in this Agreement or any other Loan Document, Indebtedness of the Loan Parties and Subsidiaries shall be deemed to be carried at one hundred percent (100.00%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. (c) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, changes in the application of GAAP as a result of FASB ASC Update No. 2016-02, Leases (Topic 842) shall not result in any lease being treated as a Capital Lease to the extent it would have been considered an operating lease prior to such change. (d) In the event that any “Accounting Change” Lien, any Indebtedness (whether tested at the time of initial incurrence, upon application of all, or any portion, of the proceeds thereof, or otherwise), any Disposition, Investment, any Restricted Payment, any Affiliate transaction, any restrictive agreement and/or any prepayment of Indebtedness (as applicable), or any other transaction that is subject to any of the negative covenant restrictions set forth in Article X, meets the criteria of one (1) or more of the categories of transactions then expressly permitted pursuant to any clause of the applicable Section(s) of Article X then such transaction (or portion thereof, as applicable) at the time of incurrence shall occur and be permitted under one (1) or more of such change results clauses of such Section(s) as the Borrower may determine in a change in its sole discretion at such time (unless otherwise restricted pursuant to the method terms of calculation of financial covenants, standards or terms in this Agreement), then without the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria ability for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECsubsequent reclassification.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Global Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed in such Financial Statements or to the Global Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section ‎Section 8.01(a). Notwithstanding anything ; provided that, if (i) the Borrower notifies the Global Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the contrary contained effect of any change occurring after the date hereof in the preceding sentence GAAP or in the definitions application thereof on the operation of “Finance Leases,” or calculation of compliance with such provision or (ii) the Global Administrative Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose, regardless of whether any such notice is given before or after such change in GAAP or in the event of an accounting change requiring all leases to application thereof, then such provision shall be capitalized, only those leases (assuming for purposes hereof that such leases were in existence interpreted on the date hereof) that would constitute Finance Leases in conformity with basis of GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and applied immediately before such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend shall have become effective until such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment notice shall have been executed withdrawn or such provision amended in accordance herewith. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under ‎Section 9.01, and delivered by the Borrowercomponents of each of such ratios, the Administrative Agent following shall be excluded: all Unrestricted Subsidiaries, and their Subsidiaries (including their assets, liabilities, income, expenses, losses, cash flows, and the Majority Lenderselements thereof), all financial covenants, standards and terms except as set forth in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by clause (a) of the promulgation definition of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECConsolidated Net Income.

Accounting Terms and Determinations; GAAP. Unless Except as otherwise specified expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if any Loan Party notifies the Lender that it requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Lender notifies the Loan Parties that it requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be madeconstrued, and all financial statements computations of amounts and certificates and reports as ratios referred to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder herein shall be prepared, in accordance with GAAP made (including the impact of “fresh start” accounting i) without giving effect to any election under Accounting Standards Codification 852, which for the avoidance ▇▇▇-▇▇-▇▇ (previously referred to as Statement of doubt shall be applicable only on Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a post-emergence basissimilar result or effect), applied on a basis consistent with to value any Indebtedness or other liabilities of the Financial Statements, except for Accounting Changes (Borrower or any Subsidiary at “fair value,” as defined belowtherein, (ii) with which without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20, 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 Company’s independent certified public accountants concur full stated principal amount thereof and which are disclosed (iii) without giving effect to the Administrative Agent any change to lease accounting rules from those in effect on the next date on which financial statements are required to be delivered to the Lenders hereof pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained Accounting Standards Codification 840 and other lease accounting guidance as in the preceding sentence or in the definitions of “Finance Leases,” 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 effect on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants set forth herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event herein, all terms of an accounting change requiring or financial nature used herein shall be construed, and all leases computations of amounts and ratios referred to herein shall be capitalizedmade, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to without giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables i) any election under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board orAccounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrower or any Subsidiary at “fair value”, if applicableas defined therein and (ii) any treatment of Debt under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, the SEC.and such

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders Holders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statementsinitial financial statements delivered under Section 8.01, except for Accounting Changes (as defined below) with changes in which the CompanyRRI’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders Holders pursuant to Section 8.01(a); provided that, unless the Issuer and the Requisite Holders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Note Document to the contrary, (a) for the purposes of calculating compliance with any covenant in this Agreement or any other Note Document, no effect shall be made given to any change in GAAP arising out of a change described in the Proposed Accounting Standards Update to Leases (Topic 840) dated August 17, 2010 or delivereda substantially similar pronouncement and (b) if the Issuer notifies the Agent in writing that the Issuer wishes to amend any financial covenant in Section 9.01, as applicableany related definition to eliminate the effect of any change in GAAP occurring after the Effective Date on the operation of such financial covenant (or if the Agent notifies the Issuer in writing that the Requisite Holders wish to amend any financial covenant in Section 9.01, in accordance therewith. In any related definition to eliminate the event that effect of any “Accounting Change” shall occur and such change results in GAAP), then the Agent and the Issuer shall negotiate in good faith to amend such ratios or requirements to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Requisite Holders); provided that, until so amended, the Note Parties’ compliance with such covenants shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenants or definitions are amended in a change in manner satisfactory to the method Issuer and the Requisite Holders, and the Note Parties shall provide to the Agent, when they deliver their financial statements pursuant to under Sections 8.01(a) and 8.01(b) of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so reconciliation statements as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered reasonably requested by the Borrower, Agent or the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECRequisite Holders.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Revolving Credit Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants set forth in Section 9.01 is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything to For the contrary contained avoidance of doubt, if after the Effective Date any change occurs in the preceding sentence or manner in which operating leases are accounted for under GAAP that affects the definitions Borrower’s compliance with any provision of “Finance Leases,” in this Agreement, then the event of an accounting change requiring all leases Borrower’s compliance with such provision will continue to be capitalized, only those leases (assuming for purposes hereof that such leases were determined in existence on the date hereof) that would constitute Finance Leases in conformity accordance with GAAP as in effect immediately prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then to GAAP unless otherwise agreed by the Borrower and the Administrative Agent agree Majority Revolving Credit Lenders in writing. Notwithstanding anything herein to enter into negotiations in good faith in order to amend the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such provisions of this Agreement so as to reflect equitably such Accounting Changes with ratios, all Unrestricted Subsidiaries (including their assets, liabilities, income, losses, cash flows, and the desired result that the criteria for evaluating the Company’s financial condition elements thereof) shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary to any Credit Parties, which shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue be deemed to be calculated or construed as if income to such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required Credit Party when actually received by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECit.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants set forth in Section 9.01 is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Unrestricted Subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary to any Credit Parties, which shall be deemed to be income to such Credit Party when actually received by it. Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or deliveredDocument, as applicable, in accordance therewith. In for purposes of compliance with the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so or any other Loan Document, GAAP will be deemed to treat operating leases and Capital Leases in a manner consistent with their current treatment under GAAP as of the “Effective Date” (as defined in the Existing Credit Agreement), notwithstanding any modifications or interpretive changes thereto that may occur thereafter, including, for the avoidance of doubt, any future phase-in of changes to reflect equitably such Accounting Changes with GAAP contemplated by amendments to GAAP that had been adopted as of the desired result that “Effective Date” (as defined in the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.Existing

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to ; provided that, unless the contrary contained Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the preceding sentence or manner in which compliance with the definitions of “Finance Leases,” covenants set forth in the event of an accounting change requiring Section 9.01 is computed such that 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” computations shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewithconducted utilizing financial information presented consistently with prior periods. In the event that any “Accounting Change” Change shall occur and such change results in a change in the method or result of calculation of financial covenants, standards or terms in this Agreementterms, then the Borrower Lenders and the Administrative Agent agree to Obligors shall enter into negotiations in good faith in order to amend such provisions of this Agreement the Loan Documents so as to equitably reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s Obligors’ financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the BorrowerObligors, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement the Loan Documents shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless Except as otherwise specified expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be madeconstrued, and all financial statements computations of amounts and certificates and reports as ratios referred to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder herein shall be prepared, in accordance with GAAP made (including the impact of “fresh start” accounting i) without giving effect to any election under Accounting Standards Codification 852, which for the avoidance ▇▇▇-▇▇-▇▇ (previously referred to as Statement of doubt shall be applicable only on Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a post-emergence basissimilar result or effect), applied on a basis consistent with to value any Indebtedness or other liabilities of the Financial Statements, except for Accounting Changes (Borrower or any Subsidiary at “fair value,” as defined belowtherein, (ii) with which the Company’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20, 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) without giving effect to any change (including, without limitation, the adoption of ASU No. 2016-02 “2-Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, ) to lease accounting rules from those in accordance therewith. In effect on the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree date hereof pursuant to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, Codification 840 and other lease accounting guidance as in effect on the SECdate hereof.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a consistent basis consistent with the Financial Statements, except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to ; provided that, unless the contrary contained Borrower and the Required Lenders shall otherwise agree in writing, no such change shall modify or affect the preceding sentence or manner in which compliance with the definitions covenants set forth in Section 9.01 is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods; and provided, further, that for purposes of “Finance Leases,” in the event of an accounting change requiring such covenant compliance all leases by the Borrower and its Subsidiaries shall continue to be capitalized, only those accounted for as operating leases (assuming for purposes hereof that such or capital leases were in existence on the date hereof) that would constitute Finance Leases in conformity accordance with GAAP generally accepted accounting principles as in effect prior to giving effect the effectiveness of ASC 842 without regard to the adoption any future effectiveness of ASU No. 2016-02 “Leases (Topic ASC 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” Changes shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then at the Borrower’s or Administrative Agent’s request, the Administrative Agent, the Lenders and the Borrower and the Administrative Agent agree to shall enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating application of this Agreement to the Company’s financial condition Credit Parties shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, audited financial statements of the Borrower and its Consolidated Subsidiaries referred to in Section 8.01(a) (except for Accounting Changes (as defined below) changes concurred with which by the Company’s Borrower and its Consolidated Subsidiaries’ independent certified public accountants concur and which are disclosed to accountants); provided that, if the Borrower notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof or the operation of such provision (or if the Administrative Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a)basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be Document, for purposes of calculations made or delivered, as applicable, in accordance therewith. In pursuant to the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so or any other Loan Document, GAAP will be deemed to treat leases that would have been classified as to reflect equitably such Accounting Changes operating leases in accordance with generally accepted accounting principles in the United States as in effect on December 31, 2010 in a manner consistent with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after treatment of such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in leases under generally accepted accounting principles required by in the promulgation of United States as in effect on December 31, 2010, notwithstanding any rule, regulation, pronouncement modifications or opinion by the Financial Accounting Standards Board or, if applicable, the SECinterpretive changes thereto that may occur thereafter.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a consistent basis consistent with the Financial Statements, except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on as part of, or along with, the next date on which audited annual financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a6.01(a). Notwithstanding anything to ; provided that, unless the contrary contained Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the preceding sentence or manner in which compliance with the definitions of “Finance Leases,” covenants set forth in the event of an accounting change requiring Section 7.01 is computed such that 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 Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” computations shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewithconducted utilizing financial information presented consistently with prior periods. In the event that any “Accounting Change” Changes shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then at the Borrower’s or the Administrative Agent’s request, the Administrative Agent, the Lenders and the Borrower and the Administrative Agent agree to shall enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating application of this Agreement to the Company’s financial condition Credit Parties shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers Notwithstanding anything to changes in the contrary contained herein, (a) all terms of an accounting principles required by the promulgation or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any rule, regulation, pronouncement or opinion by the election under Financial Accounting Standards Board orAccounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Credit Parties at “fair value”, if applicableas defined therein and (ii) any treatment of Debt under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the SECfull stated principal amount thereof; and (b) all obligations of any Person that are or would have been treated as operating leases for purposed of GAAP prior to the effectiveness of ASC 842 shall continue to be accounted for as operating leases for all purposes hereunder or under any Loan Document notwithstanding the fact that such obligations are required in accordance with ASC 842 (on a prospective or retroactive basis or otherwise) to be treated as capital leases.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Global Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed in such Financial Statements or to the Global Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything ; provided that, if (i) the Borrower notifies the Global Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the contrary contained effect of any change occurring after the date hereof in the preceding sentence GAAP or in the definitions application thereof on the operation of “Finance Leases,” or calculation of compliance with such provision or (ii) the Global Administrative Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for such purpose, regardless of whether any such notice is given before or after such change in GAAP or in the event of an accounting change requiring all leases to application thereof, then such provision shall be capitalized, only those leases (assuming for purposes hereof that such leases were in existence interpreted on the date hereof) that would constitute Finance Leases in conformity with basis of GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and applied immediately before such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend shall have become effective until such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment notice shall have been executed withdrawn or such provision amended in accordance herewith. Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and delivered by the Borrowercomponents of each of such ratios, the Administrative Agent following shall be excluded: all Unrestricted Subsidiaries, and their Subsidiaries (including their assets, liabilities, income, expenses, losses, cash flows, and the Majority Lenderselements thereof), all financial covenants, standards and terms except as set forth in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by clause (a) of the promulgation definition of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SECConsolidated Net Income.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyParent’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants set forth in Section 9.01 are computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Notwithstanding anything to the contrary contained herein, (a) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) 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 Debt or other liabilities of the Loan Parties at “fair value”, as defined therein and (ii) any treatment of Debt under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the preceding sentence or in the definitions of “Finance Leases,” full stated principal amount thereof; and (b) in the event of an accounting change that the Parent adopts ASC 842 (requiring all leases to be capitalized), only those leases (assuming for purposes hereof that such leases were in existence on prior to the date hereofof the Parent’s adoption of ASC 842) that would constitute Finance Capital Leases in conformity with GAAP as in effect prior to giving effect to the date of the Parent’s adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” ASC 842 shall be considered Finance Leases, Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Company’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Majority Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or, if applicable, the SEC.

Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP (including the impact of “fresh start” accounting under Accounting Standards Codification 852, which for the avoidance of doubt shall be applicable only on a post-emergence basis)GAAP, applied on a basis consistent with the Financial Statements, Statements except for Accounting Changes (as defined below) with changes in which the CompanyBorrower’s independent certified public accountants concur and which are disclosed to the Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a). Notwithstanding anything to the contrary contained in the preceding sentence or in the definitions of “Finance Leases,” in the event of an accounting change requiring all leases to be capitalized; provided that, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Finance Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Finance Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. In the event that any “Accounting Change” shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then unless the Borrower and the Administrative Agent Majority Lenders shall otherwise agree to enter into negotiations in good faith writing, no such change shall modify or affect the manner in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes which compliance with the desired result covenants contained herein is computed such that the criteria for evaluating the Company’s financial condition all such computations shall be the same after such Accounting Changes as conducted utilizing financial information presented consistently with prior periods; and provided further that if such Accounting Changes had not been made. Until such at any time as such an amendment shall have been executed and delivered any change in GAAP or interpretation thereof by the Borrower, independent auditors of the Administrative Agent and Credit Parties would require that operating leases entered into in the Majority Lendersordinary course of business be treated in a manner similar to capital leases under GAAP, all financial covenants, standards requirements and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes change in GAAP had not occurredoccurred and no operating lease shall be treated as a Capital Lease for any purpose hereunder. “Accounting Changes” refers Notwithstanding anything herein to changes in accounting principles required the contrary, for the purposes of calculating any of the ratios tested under Section 9.01, and the components of each of such ratios, all Unrestricted Subsidiaries, and their subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be excluded, except for any cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its subsidiaries to the promulgation of Borrower or any ruleRestricted Subsidiary, regulation, pronouncement which shall be deemed to be income to the Borrower or opinion such Restricted Subsidiary when actually received by the Financial Accounting Standards Board or, if applicable, the SECit.