Common use of Accounting Terms and Principles Clause in Contracts

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”, as defined therein.

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

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP Agreement Accounting Principles and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAPAgreement Accounting Principles. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or the International Accounting Standards Board, in the case of the IFRS) (or any successors thereto) and such change is adopted by the Parent without objection from U.S. Borrower or Group with the Parent’s Accountants agreement of its independent public accountants and results in a change in any of the calculations required by Article V V, Article VI or Article VIII had such accounting change not occurredor in the definition of “Applicable Margin” or “Permitted Acquisition”, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by Group and the Loan Parties Borrower or the determination of the “Applicable Margin” or the calculation of the Fixed Charge Coverage Ratio in the definition of “Permitted Acquisition” shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP Agreement Accounting Principles that would affect a calculation that measures compliance with any covenant contained in Article V V, Article VI or Article VIII or in the definition of “Applicable Margin” or “Permitted Acquisition” shall be given effect until such provisions are amended to reflect such changes in GAAPAgreement Accounting Principles. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”, as defined therein.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parentagreement of the Borrower’s Accountants and results in a change in any of the calculations required by Article V or VIII this Credit Agreement that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V calculation required or VIII contemplated herein shall be given effect until such provisions are amended to reflect such changes in GAAP. Notwithstanding anything herein to the contrary, in no event shall the amount of any Indebtedness of any Person be calculated for any purpose based on any netting permitted by adoption of FAS No. 159. (c) Notwithstanding For purposes of making all financial calculations to determine compliance with this Credit Agreement, all components of such calculations (other than Capital Expenditures) shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any other provision contained business or assets that have been acquired or disposed of by the Borrower or any of its Subsidiaries, including through Permitted Acquisitions, after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower utilizing Permitted Pro Forma Adjustments; provided that, unless otherwise specified herein, all terms any such financial calculation will be determined (i) based on the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements), with such adjustments calculated as if the applicable acquisitions or dispositions had been consummated on the first day of an accounting or financial nature used herein shall be construedsuch period, and all computations (ii) for purposes of amounts Section 2.9(a)(ii) (Mandatory Prepayments), Section 8.1(k) (Indebtedness), Section 8.5(d) (Restricted Payments), Section 8.6(b)(vii)(A) (Prepayment and ratios referred to herein shall be madeCancellation of Indebtedness) and clause (d) of the definition of “Permitted Acquisition”, without after giving effect to any election under Statement incurrence or repayment of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities since the end of the Parent or any of its Subsidiaries at “fair value”, as defined thereinsuch period.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) . If any change in GAAP results in a change in the calculation of the financial covenants or interpretation of related provisions of this Agreement or any other Loan Document, then the Borrower Representative, the Agents and the Required Lenders agree to amend such provisions of this Agreement or any other Loan Document so as to equitably reflect such changes in GAAP with the desired result that the criteria for evaluating the Credit Parties’ financial condition shall be the same after such change in GAAP as if such change had not been made; provided that no change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Holdings shall be given effect until for purposes of measuring compliance with any provision of Article V or VI unless the Borrower Representative, Agents and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Administrative Agent. For purposes of determining pro forma compliance with any financial covenant as defined thereinof any date prior to the first date on which such financial covenant is to be tested hereunder, the level of any such financial covenant shall be deemed to be the covenant level for such first test date and if the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the purposes of determining such availability or compliance, the cash proceeds of such Indebtedness, shall not be included in the calculation, if applicable, of cash or cash equivalents included in the determination of such leverage ratio. Notwithstanding anything to the contrary, in no event shall any Non-Financing Lease Obligation constitute Indebtedness or a Capital Lease under this Agreement or any other Loan Document, in each case, irrespective of any changes in GAAP after the Closing Date. In addition, and notwithstanding anything to the contrary in this Agreement, all terms of an accounting or financial nature used herein or therein shall be construed, and all computations of amounts and ratios referred to herein and therein shall be made, without giving effect to the Financial Accounting Standards Board Accounting Standards Codification 842 (or any other Accounting Standards Codification having a similar result or effect) (and related interpretations) to the extent any lease (or any similar arrangement conveying the right to use) would be required to be treated as a financing lease or capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the Financing Accounting Standards Board Accounting Standards Codification 842 (or such other Accounting Standards Codification having a similar result or effect).

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP Agreement Accounting Principles and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAPAgreement Accounting Principles. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or the International Accounting Standards Board, in the case of the IFRS) (or any successors thereto) and such change is adopted by the Parent without objection from Borrower or Group with the Parent’s Accountants agreement of its independent public accountants and results in a change in any of the calculations required by Article V V, Article VI or Article VIII had such accounting change not occurredor in the definition of “Applicable Margin” or “Permitted Acquisition”, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by Group and the Loan Parties Borrower or the determination of the “Applicable Margin” or the calculation of the Fixed Charge Coverage Ratio in the definition of “Permitted Acquisition” shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP Agreement Accounting Principles that would affect a calculation that measures compliance with any covenant contained in Article V V, Article VI or Article VIII or in the definition of “Applicable Margin” or “Permitted Acquisition” shall be given effect until such provisions are amended to reflect such changes in GAAPAgreement Accounting Principles. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”, as defined therein.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any . No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Holdings shall be given effect until for purposes of measuring compliance with any provision of Article VI or VII, calculating the Applicable Margin or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Borrower, Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Liabilities of the Parent Holdings or any of its Restricted Subsidiaries at “fair value”” and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and the Borrower or the Agent shall so request, the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change to GAAP (subject to the approval of the Required Lenders); provided that until so amended (i) such ratio or requirements shall continue to be computed in accordance with GAAP prior to such change thereto and (ii) the Borrower shall provide to the Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the audited financials statements of Holdings and its Subsidiaries dated December 31, 2016, for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as defined thereinprovided for above. A breach of a financial covenant contained in Article VII shall be deemed to have occurred as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent. (b) For purposes of determining pro forma compliance with any financial covenant as of any date prior to the first date on which such financial covenant is to be tested hereunder, the level of any such financial covenant shall be deemed to be the covenant level for such first test date. (c) If the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the purposes of determining such availability or compliance, the cash proceeds of such Indebtedness, shall not be included in the calculation, if applicable, of cash or cash equivalents included in the determination of such leverage ratio.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any . No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Holdings shall be given effect until for purposes of measuring compliance with any provision of Article V or VI unless the Borrowers, Agents and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent. For purposes of determining (i) the US Dollar Equivalent of any Loan and any other amount used in connection with the calculation of the Maximum US Revolving Loan Balance and the Maximum Canadian Revolving Loan Balance in connection with (y) any proposed Borrowing (or upon any request for conversion or continuation of any Loan), shall be based upon the US Dollar Equivalent as defined in effect two (2) Business Days prior to such Borrowing, conversion or continuation or (z) the delivery of a duly completed Borrowing Base Certificate as required by subsection 4.2(d) (including the calculation of Aggregate Availability set forth therein), shall be based upon the US Dollar Equivalent as in effect on the date as of which the Borrowing Bases are calculated pursuant to such Borrowing Base Certificate, (ii) the US Dollar Equivalent of any Loan and any other amount used in connection with the calculation of the Maximum US Revolving Loan Balance and the Maximum Canadian Revolving Loan Balance in connection with any proposed issuance of a Letter of Credit (or upon any request for the amendment, renewal or extension thereof), shall be based upon the US Dollar Equivalent as in effect on the date of such issuance, amendment, renewal or extension, and (iii) compliance under each of Articles IV, V and VI, any amount in a currency other than US Dollars will be converted, on the last Business Day of each Fiscal Quarter or, more frequently as US Agent may require upon the occurrence and during the continuance of an Event of Default.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. (b) If . If, after the date hereof, any change occurs in GAAP or in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial application thereof (an “Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors theretoChange”) and such change is adopted by would cause any amount required to be determined for the Parent without objection from the Parent’s Accountants and results in a change in any purposes of the calculations covenants to be maintained or calculated pursuant to Article 8 or 9 to be materially different than the amount that would be determined prior to such change, then the Borrower will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent in conjunction with the next required by Article V delivery of financial statements pursuant to Section 8.01. If the Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or VIII had in the application thereof on the operation of such accounting change not occurredprovision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the parties hereto application thereof, then the Administrative Agent and the Borrower agree to enter into that they will negotiate in good faith negotiations in order amendments to amend the provisions of this Agreement that are directly affected by such provisions so as to equitably reflect such change Accounting Change with the desired result that intent of having the criteria for evaluating compliance with respective positions of the Administrative Agent and the Borrower after such covenants by Accounting Change conform as nearly as possible to their respective positions as of the Loan Parties date of this Agreement and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be the same after such change calculated as if no such change Accounting Change had not been made; providedoccurred and (ii) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, however, that no change in GAAP that would affect a calculation that measures compliance with between calculations of any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any baskets and other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, requirements hereunder before and all computations of amounts and ratios referred to herein shall be made, without after giving effect to such Accounting Change. All components of financial calculations made to determine compliance with this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any election under Statement Acquisition or disposition of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities assets consummated after the first day of the Parent or any applicable period of its Subsidiaries at “fair value”determination and prior to the end of such period, as defined thereindetermined in good faith by the Borrower based on assumptions expressed therein and that were reasonable based on the information available to the Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) . If any change in GAAP results in a change in the calculation of the financial covenants or interpretation of related provisions of this Agreement or any other Loan Document, then the Borrower, the Agent and the Required Lenders agree to amend such provisions of this Agreement or any other Loan Document so as to equitably reflect such changes in GAAP with the desired result that the criteria for evaluating the Credit Parties’ financial condition shall be the same after such change in GAAP as if such change had not been made; provided that, no change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Holdings shall be given effect until for purposes of measuring compliance with any provision of Article V or VI unless the Borrower, the Administrative Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by the Administrative Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to the Administrative Agent. Notwithstanding any change in GAAP after the Closing Date that would require lease obligations that would be treated as defined thereinoperating leases as of the Closing Date to be classified and accounted for as capital leases or otherwise reflected on the Credit Parties’ consolidated balance sheet, for the purposes of determining compliance with any covenant contained herein, such obligations shall be treated in the same manner as operating leases are treated as of the Closing Date.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to and computations thereunder (including under Section 10 and any definitions used in such calculations) shall be made pursuant hereto shallmade, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Borrower and its Subsidiaries, in each case without duplication. (b) If at any time any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board GAAP or the American Institute application thereof would affect the computation of Certified Public Accountants (any financial term, covenant, ratio or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change requirement set forth in any of Loan Document, and either the calculations required by Article V Borrower or VIII had such accounting change not occurredthe Lender shall so request, the parties hereto agree to enter into Lender and the Borrower shall negotiate in good faith negotiations in order to amend such provisions so as term, covenant, ratio or requirement to equitably reflect preserve the original intent thereof set forth in the applicable Loan Document in light of such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect or application thereof; provided that, until so amended, (i) such term, covenant, ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Lender financial statements, Compliance Certificates and other documents required under this Agreement or as reasonably requested hereunder setting forth a calculation that measures compliance with any covenant contained reconciliation between calculations of such term, covenant, ratio or requirement made before and after giving effect to such change in Article V GAAP or VIII shall be given effect until such provisions are amended to reflect such changes in GAAPapplication thereof. (c) Notwithstanding any other provision anything to the contrary contained herein, all terms of an accounting or financial nature used herein any change to GAAP that would require operating leases to be treated similarly to Capital Lease Obligations shall not be construed, and all computations of amounts and ratios referred to herein shall be made, without giving given effect to any election under Statement the definition of Financial Account Standards 159 (Indebtedness or any other Financial Accounting Standard having a similar result related definitions or effect) to value in the computation of any Indebtedness financial ratio or other liabilities of the Parent or any of its Subsidiaries at “fair value”, as defined thereinrequirement hereunder.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any . No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Partnership shall be given effect until for purposes of measuring compliance with any provision of Article V or VI unless Borrowers, Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. . For the avoidance of doubt and in accordance with the foregoing sentence, to the extent that a change in GAAP after the date hereof requires operating leases (cas opposed to capital leases) to be treated as “indebtedness”, no such change in GAAP shall be given effect for any purposes under the Loan Agreement or any other Loan Documents, and Indebtedness hereunder shall not include any such obligations under operating leases solely as a result of such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, as defined thereinregardless of when the financial statements reflecting such breach are delivered to Agent.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto shall, unless expressly otherwise provided herein, to this Agreement shall be made prepared in conformity with with, GAAP. (b) If any , applied in a consistent manner. No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted adopted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (Parent or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII its Subsidiaries shall be given effect until for purposes of measuring compliance with any provision of Article IX, including Section 9.14, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article IX shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”. A breach of a Financial Performance Covenant shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as defined thereinof the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under GAAP as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, GAAP after the Closing Date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) . If any change in GAAP results in a change in the calculation of the financial covenants or interpretation of related provisions of this Agreement or any other Loan Document, then the Borrower, Agent and the Required Lenders agree to amend such provisions of this Agreement so as to equitably reflect such changes in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change had not been made; provided that no change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted adopted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board Holdings or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Borrower shall be given effect until for purposes of measuring compliance with any provision of Article V or VI unless (and until) the Borrower, Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless (and until) such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of the last day of any specified measurement period, as defined thereinregardless of when the financial statements reflecting such breach are delivered to Agent.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any . No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Holdings shall be given effect until for purposes of measuring compliance with any provision of Article V or VI unless the Borrower, Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified Measurement Period, regardless of when the financial statements reflecting such breach are delivered to Agent. Notwithstanding anything contained in the Credit Agreement or any other Loan Document to the contrary, for all purposes under the Credit Agreement, including for purposes of calculating amounts under any Compliance Certificate (and for the calculation of any other amounts defined under Exhibit 4.2(b)), the parties hereto hereby acknowledge and agree that, regardless of the accounting treatment of the real property lease for any particular Site (the “Site Leases”), so long as defined thereinno Credit Party or Subsidiary of a Credit Party holds fee title to such Site, the amount of all obligations of any Person under the Site Leases shall be treated as operating lease obligations regardless of the accounting treatment of such Site Leases under GAAP.” (l) Schedule 1.1(a) of the Credit Agreement is hereby amended by deleting such schedule in its entirety and substituting the revised Schedule 1.1(a) attached hereto as Exhibit A therefor. (m) Schedule 1.1(b) of the Credit Agreement is hereby amended by deleting such schedule in its entirety and substituting the revised Schedule 1.1(b) attached hereto as Exhibit B therefor. (n) Exhibit 11.1(b) of the Credit Agreement is hereby amended by deleting such schedule in its entirety and substituting the revised Exhibit 11.1(b) attached hereto as Exhibit C therefor.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parent’s agreement of the Borrower's Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinFor purposes of making all financial calculations to determine compliance with Article V (Financial Covenants), all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (business or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of assets that have been acquired by the Parent Borrower or any of its Subsidiaries at “fair value”after the first day of the applicable period of determination and prior to the end of such period, as defined thereindetermined in good faith by the Borrower on a Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto shall, unless expressly otherwise provided herein, to this Loan Agreement shall be made prepared in conformity with, Applicable Accounting Standards, applied in a manner consistent with GAAP. (b) If any that used in preparing the Historical Financial Statements, except as otherwise specifically prescribed herein. No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted adopted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (Spark or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII its Subsidiaries shall be given effect until for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Loan Agreement unless Spark, the Administrative Agent and Required Lenders agree in writing to modify such provisions are amended to reflect such changes in GAAP. (c) Applicable Accounting Standards and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article IX shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Loan Party or any Subsidiary of its Subsidiaries any Loan Party at “fair value”. A breach of a financial covenant contained in Article IX shall be deemed to have occurred as of any date of determination by the Administrative Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered or required to be delivered to any Agent or any Lender. In addition, (i) any lease treated as defined thereinan operating lease on the date it is entered into shall continue to be treated as an operating lease during the term of this Loan Agreement notwithstanding a change in the treatment thereof to a Capitalized Lease in accordance with any change in Applicable Accounting Standards, and (ii) any real property or real estate lease shall be not be deemed to be a Capitalized Lease.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any . No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Holdings shall be given effect until for purposes of measuring compliance with any provision of Article V or VI unless Holdings, the Borrower, the Administrative Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”.” Any lease that was treated as an operating lease under GAAP at the time it was entered into that later becomes a capital lease as a result of a change in GAAP during the life of such lease, including any renewals, and any lease entered into after the date of this Agreement that would have been considered an operating lease under the provisions of GAAP in effect as defined thereinof December 31, 2014, in each case, shall be treated as an operating lease for all purposes under this Agreement. A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by the Administrative Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to the Administrative Agent.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. (b) If IFRS. If, after the date hereof, any change occurs in IFRS or in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial application thereof (an “Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors theretoChange”) and such change is adopted by would cause any amount required to be determined for the Parent without objection from the Parent’s Accountants and results in a change in any purposes of the calculations covenants to be maintained or calculated pursuant to Article 8 or 9 to be materially different than the amount that would be determined prior to such change, then the Administrative Borrower will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent in conjunction with the next required by Article V delivery of financial statements pursuant to Section 8.01. If the Administrative Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Effective Date or VIII had in the application thereof on the operation of such accounting change not occurredprovision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the parties hereto application thereof, then the Administrative Agent and the Administrative Borrower agree to enter into that they will negotiate in good faith negotiations in order amendments to amend the provisions of this Agreement that are directly affected by such provisions so as to equitably reflect such change Accounting Change with the desired result that intent of having the criteria for evaluating compliance with respective positions of the Administrative Agent and the Administrative Borrower after such covenants by Accounting Change conform as nearly as possible to their respective positions as of the Loan Parties date of this Agreement and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be the same after such change calculated as if no such change Accounting Change had not been made; providedoccurred and (ii) the Administrative Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, however, that no change in GAAP that would affect a calculation that measures compliance with between calculations of any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any baskets and other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, requirements hereunder before and all computations of amounts and ratios referred to herein shall be made, without after giving effect to such Accounting Change. All components of financial calculations made to determine compliance with this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any election under Statement Acquisition or disposition of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities assets consummated after the first day of the Parent or any applicable period of its Subsidiaries at “fair value”determination and prior to the end of such period, as defined thereindetermined in good faith by the Administrative Borrower based on assumptions expressed therein and that were reasonable based on the information available to the Administrative Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Credit Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”, as defined therein.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any . No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Borrower shall be given effect until for purposes of measuring compliance with any provision of Article V or VI unless the Borrower, Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) ; provided that notwithstanding the foregoing or anything to the contrary herein, all leases of the Borrower and its restricted subsidiaries that are treated as operating leases for purposes of GAAP on the Closing Date shall continue to be accounted for as operating leases regardless of any change in, or in the application of, GAAP following such date that would otherwise require such leases to be treated as capital leases. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent. (a) For purposes of determining pro forma compliance with any financial covenant as defined thereinof any date prior to June 30, 2021, such provision shall assume that the relevant Test Period is the Test Period ending on March 31, 2021, and the level of any such financial covenant shall be deemed to be the covenant level for the Test Period ending March 31, 2021, and (b) if the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the purposes of determining such availability or compliance, the cash proceeds of such Indebtedness shall not be included in the calculation, if applicable, of cash or cash equivalents included in the determination of such leverage ratio; provided that, to the extent the proceeds of any such Indebtedness are to be used to repay other Indebtedness, the foregoing shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments. Notwithstanding anything to the contrary contained herein, any obligation of a Person under a lease that is not (or would not be) required to be classified and accounted for as a Capital Lease on a balance sheet of such Person under GAAP as in effect and implemented on June 26, 2019 shall not be treated as a Capital Lease as a result of the adoption of changes in GAAP or changes in the application of GAAP.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP. and computations thereunder (b) If including under Section 10 and any change in the accounting principles definitions used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors theretosuch calculations) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, in accordance with GAAP. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Borrower and its Subsidiaries, in each case without duplication. If the Borrower requests an amendment to any provision hereof to eliminate the effect of (a) any change in GAAP or the application thereof or (b) the issuance of any new accounting rule or guidance or in the application thereof, in each case, occurring after the date of this Agreement, then the Lenders and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such change or issuance with the intent of having the respective positions of the Lenders and Borrower after such change or issuance conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be calculated as if no such change or issuance has occurred and (ii) the Borrower shall provide to the Lenders a written reconciliation in form and substance reasonably satisfactory to the Lenders, between calculations of any baskets and other requirements hereunder before and after giving effect to such change or issuance. Notwithstanding anything to the contrary in this Agreement, all obligations of any election under Statement Person that would have been treated as operating leases pursuant to GAAP prior to the effectiveness of Financial Account Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) Codification 842 shall continue to value any Indebtedness or other liabilities be treated as operating leases for purposes of the Parent or any definitions of its Subsidiaries at “fair valueCapital Lease Obligations” and “Indebtedness.”, as defined therein.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Account Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any of its Subsidiaries Subsidiary at “fair value”, as defined therein, (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) Accounting Standards Codification 842, Leases (or any other Accounting Standards Codification having similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement) would be required to be treated as a capital lease thereunder where such lease (or arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of such Accounting Standards Codification. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by any Loan Party or any of its Subsidiaries shall be given effect for purposes of measuring compliance with any provision of this Agreement or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Borrower and the Required Lenders agree to modify such provisions to reflect such changes in GAAP, and unless such provisions are modified, all financial statements and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. (b) If . If, after the date hereof, any change occurs in GAAP or in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial application thereof (an “Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors theretoChange”) and such change is adopted by would cause any amount required to be determined for the Parent without objection from the Parent’s Accountants and results in a change in any purposes of the calculations covenants to be maintained or calculated pursuant to Article 8 or 9 to be materially different than the amount that would be determined prior to such change, then Borrower will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent in conjunction with the next required by Article V delivery of financial statements pursuant to Section 8.01. If Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or VIII had in the application thereof on the operation of such accounting change not occurredprovision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the parties hereto application thereof, then the Administrative Agent and Borrower agree to enter into that they will negotiate in good faith negotiations in order amendments to amend the provisions of this Agreement that are directly affected by such provisions so as to equitably reflect such change Accounting Change with the desired result that intent of having the criteria for evaluating compliance with respective positions of the Administrative Agent and Borrower after such covenants by Accounting Change conform as nearly as possible to their respective positions as of the Loan Parties date of this Agreement and, until any such amendments have been agreed upon, (a) the provisions in this Agreement shall be the same after such change calculated as if no such change Accounting Change had not been made; providedoccurred and (b) Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, however, that no change in GAAP that would affect a calculation that measures compliance with between calculations of any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any baskets and other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, requirements hereunder before and all computations of amounts and ratios referred to herein shall be made, without after giving effect to such Accounting Change. All components of financial calculations made to determine compliance with this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any election under Statement Acquisition or disposition of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities assets consummated after the first day of the Parent or any applicable period of its Subsidiaries at “fair value”determination and prior to the end of such period, as defined thereindetermined in good faith by Borrower based on assumptions expressed therein and that were reasonable based on the information available to Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any . No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Borrower shall be given effect until for purposes of measuring compliance with any provision of Article V or VI unless the Borrower, Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) ; provided that notwithstanding the foregoing or anything to the contrary herein, all leases of the Borrower and its restricted subsidiaries that are treated as operating leases for purposes of GAAP on the Closing Date shall continue to be accounted for as operating leases regardless of any change in, or in the application of, GAAP following such date that would otherwise require such leases to be treated as capital leases. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent. (a) For purposes of determining pro forma compliance with any financial covenant as defined thereinof any date prior to June 30, 2022, such provision shall assume that the relevant Test Period is the Test Period ending on March 31, 2022, and the level of any such financial covenant shall be deemed to be the covenant level for the Test Period ending March 31, 2022, and (b) if the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the purposes of determining such availability or compliance, the cash proceeds of such Indebtedness shall not be included in the calculation, if applicable, of cash or cash equivalents included in the determination of such leverage ratio; provided that, to the extent the proceeds of any such Indebtedness are to be used to repay other Indebtedness, the foregoing shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments. Notwithstanding anything to the contrary contained herein, any obligation of a Person under a lease that is not (or would not be) required to be classified and accounted for as a Capital Lease on a balance sheet of such Person under GAAP as in effect and implemented on June 26, 2019 shall not be treated as a Capital Lease as a result of the adoption of changes in GAAP or changes in the application of GAAP.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. (b) If IFRS. If, after the date hereof, any change occurs in IFRS or in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial application thereof (an “Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors theretoChange”) and such change is adopted by would cause any amount required to be determined for the Parent without objection from the Parent’s Accountants and results in a change in any purposes of the calculations covenants to be maintained or calculated pursuant to Article 8 or 9 to be materially different than the amount that would be determined prior to such change, then the Administrative Borrower will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent in conjunction with the next required by Article V delivery of financial statements pursuant to Section 8.01. If the Administrative Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or VIII had in the application thereof on the operation of such accounting change not occurredprovision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the parties hereto application thereof, then the Administrative Agent and the Administrative Borrower agree to enter into that they will negotiate in good faith negotiations in order amendments to amend the provisions of this Agreement that are directly affected by such provisions so as to equitably reflect such change Accounting Change with the desired result that intent of having the criteria for evaluating compliance with respective positions of the Administrative Agent and the Administrative Borrower after such covenants by Accounting Change conform as nearly as possible to their respective positions as of the Loan Parties date of this Agreement and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be the same after such change calculated as if no such change Accounting Change had not been made; providedoccurred and (ii) the Administrative Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, however, that no change in GAAP that would affect a calculation that measures compliance with between calculations of any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any baskets and other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, requirements hereunder before and all computations of amounts and ratios referred to herein shall be made, without after giving effect to such Accounting Change. All components of financial calculations made to determine compliance with this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any election under Statement Acquisition or disposition of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities assets consummated after the first day of the Parent or any applicable period of its Subsidiaries at “fair value”determination and prior to the end of such period, as defined thereindetermined in good faith by the Administrative Borrower based on assumptions expressed therein and that were reasonable based on the information available to the Administrative Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 6.01 shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements financial statements referred to in Section 6.1 6.02(a) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by LiventArcadium with the Parent without objection from agreement of the ParentLivent’sArcadium’s Accountants and results in a change in any of the calculations required by Article V (Representations and Warranties or VIII Section 6.01 had such accounting change not occurred, for purposes of the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with calculation of such covenants by and the Loan Parties definitions related thereto, such calculation shall be the same after such change made using GAAP as if such change had not been made; providedused by each Borrower in its December 31, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP2021 financial statements. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, construed and all computations of amounts and ratios referred to herein in Article VI (Covenants of the Company) shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Borrower or any of its respective Restricted Subsidiaries at “fair value”. (d) Notwithstanding anything to the contrary contained in this Section 1.03 or in the definitions of “Capital Lease Obligations” or “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Leases in conformity with GAAP on the date hereof shall be considered Capital Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as defined thereinapplicable, in accordance therewith (provided, that together with all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrowers shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parentagreement of the Group Member’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP, including proposed changes in GAAP with respect to the treatment of operating leases and capital leases, that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinFor purposes of making all financial calculations to determine compliance with Article V (Financial Covenants), all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 business or assets that have been acquired by the Group Members (or any other Financial Accounting Standard having a similar result or effectincluding through Acquisitions) to value any Indebtedness or other liabilities after the first day of the Parent or any applicable period of its Subsidiaries at “fair value”determination and prior to the end of such period, as defined thereindetermined in good faith by the Borrower on a Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) . If at any time, any change in GAAP would affect the accounting principles used computation of any financial ratio, covenant or other requirement in any Loan Documents, and either the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board Borrower or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurredRequired Lenders so shall request, the parties hereto agree to enter into Agent, the Lenders and the Borrower shall negotiate in good faith negotiations in order to amend such provisions so as ratio or requirement to equitably reflect preserve the original intent thereof in light of such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance provided that, until so amended, such ratio, covenant or other requirement shall continue to be computed in accordance with any covenant contained in Article V or VIII GAAP prior to such change therein and Compliance Certificates and similar documents provided hereunder shall be given provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect until to such provisions are amended to reflect such changes change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, as defined thereinregardless of when the financial statements reflecting such breach are delivered to Agent.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to and computations thereunder (including under Section 10 and any definitions used in such calculations) shall be made pursuant hereto shallmade, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any change in the accounting principles used in the preparation ; provided that, for purposes of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures determining compliance with any covenant contained in Article V or VIII herein, Indebtedness of the Parent Guarantor and its Subsidiaries shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, construed without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 842, Leases (or any other Financial Accounting Standard Standards Codification having a similar result or effect) (and related interpretations) to value the extent any Indebtedness lease (or other liabilities similar arrangement) would be required to be treated as a capital lease thereunder where such lease (or arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of such Accounting Standards Codification. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Parent Guarantor and its Subsidiaries, in each case without duplication. If the Borrower requests an amendment to any provision hereof to eliminate the effect of (a) any change in GAAP or the application thereof or (b) the issuance of any new accounting rule or guidance or in the application thereof, in each case, occurring after the date of this Agreement, then the Lenders and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such change or issuance with the intent of having the respective positions of the Parent Lenders and Borrower after such change or issuance conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be calculated as if no such change or issuance has occurred and (ii) the Borrower shall provide to the Lenders a written reconciliation in form and substance reasonably satisfactory to the Lenders, between calculations of its Subsidiaries at “fair value”, as defined thereinany baskets and other requirements hereunder before and after giving effect to such change or issuance.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto shall, unless expressly otherwise provided herein, to this Agreement shall be made prepared in conformity with with, GAAP. (b) If any , applied in a consistent manner. No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted adopted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (Parent or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII its Subsidiaries shall be given effect until for purposes of measuring compliance with any provision of Article IX, including Section 9.14, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article IX shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”. A breach of a Financial Performance Covenant shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as defined therein.of the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under GAAP as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, GAAP after the Closing Date. ​

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in delivered under Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parent’s agreement of the Borrower's Accountants and results in a change in any of the calculations required by the definition of "Applicable Margin" or "Applicable Unused Commitment Fee Rate," Section 2.10(b) (Excess Cash Flow), Article V (Financial Covenants) or Article VIII (Negative Covenants) had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or Article VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinExcept as expressly set forth herein to the contrary, all terms references to amounts denominated in any Optional Currency shall mean and be a reference to such amount in the Dollar Equivalent of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”, as defined thereinsuch currency.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any . No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Partnership shall be given effect until for purposes of measuring compliance with any provision of Article V or VI unless Borrower, Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. . For the avoidance of doubt and in accordance with the foregoing sentence, to the extent that a change in GAAP after the date hereof requires operating leases (cas opposed to capital leases) to be treated as “indebtedness”, no such change in GAAP shall be given effect for any purposes under the Loan Agreement or any other Loan Documents, and Indebtedness hereunder shall not include any such obligations under operating leases solely as a result of such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, as defined thereinregardless of when the financial statements reflecting such breach are delivered to Agent.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to and computations thereunder (including under Section 10 and any definitions used in such calculations) shall be made pursuant hereto shallmade, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any change in the accounting principles used in the preparation ; provided that, for purposes of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures determining compliance with any covenant contained in Article V Section 9 or VIII the existence of any Default or Event of Default under Section 11, in determining whether any lease is required to be accounted for as a capital lease or an operating lease, such determination shall be given made based on GAAP as in effect until such provisions are amended prior to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinthe issuance by the Financial Accounting Standards Board on February 25, 2016 of Accounting Standards Update No. 2016-02. Unless otherwise expressly provided, all financial covenants and defined financial terms of an accounting or financial nature used herein shall be construedcomputed on a consolidated basis for the Borrower and its Subsidiaries, in each case without duplication. If the Borrower requests an amendment to any provision hereof to eliminate the effect of (a) any change in GAAP or the application thereof or (b) the issuance of any new accounting rule or guidance or in the application thereof, in either case, occurring after the date of this Agreement, then the Lenders and all computations Borrower agree that they will negotiate in good faith amendments to the provisions of amounts this Agreement that are directly affected by such change or issuance with the intent of having the respective positions of the Lenders and ratios referred the Borrower after such change or issuance conform as nearly as possible to herein their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon (i) the provisions in this Agreement shall be madecalculated as if no such change or issuance has occurred and (ii) the Borrower shall provide to the Lenders a written reconciliation in form and substance reasonably satisfactory to the Lenders, without between calculations of any baskets and other requirements hereunder before and after giving effect to any election under Statement of Financial Account Standards 159 (such change or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”, as defined thereinissuance.

Accounting Terms and Principles. (a) Except as set forth belowotherwise expressly provided, all accounting terms not specifically defined herein shall terms, principles and calculations applicable to the Credit Facility will be construed interpreted, applied and calculated, as the case may be, in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any If: (i) there occurs a material change in generally accepted accounting principles, including as a result of a conversion to International Financial Reporting Standards; or (ii) the Borrower or any of the Restricted Subsidiaries adopts a material change in an accounting principles policy in order to more appropriately present events or transactions in its financial statements; and the above change would require disclosure under GAAP in the consolidated financial statements of the Borrower and would cause an amount required to be determined for the purposes of a financial covenant under Section 8.3 (a “Financial Covenant”) to be materially different than the amount that would be determined without giving effect to such change, the Borrower shall notify the Agent of such change (an “Accounting Change”). Such notice (an “Accounting Change Notice”) shall describe the nature of the Accounting Change, its effect on the current and immediately prior year’s financial statements in accordance with GAAP and state whether the Borrower desires to revise the method of calculating one or more of the Financial Covenants (including the revision of any of the defined terms used in the preparation determination of such Financial Covenant) in order that amounts determined after giving effect to such Accounting Change and the revised method of calculating such Financial Covenant will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating such Financial Covenant. The Accounting Change Notice shall be delivered to the Agent within 60 days of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions end of the Financial Fiscal Quarter in which the Accounting Standards Board Change is implemented or, if such Accounting Change is implemented in the fourth Fiscal Quarter or the American Institute in respect of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any an entire Fiscal Year, within 120 days of the calculations required by Article V or VIII had end of such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAPperiod. (c) Notwithstanding any other provision contained hereinIf, pursuant to the Accounting Change Notice, the Borrower does not indicate that it desires to revise the method of calculating one or more of the Financial Covenants, the Majority Lenders may within 30 days of receipt of the Accounting Change Notice, notify the Borrower that they wish to revise the method of calculating one or more of the Financial Covenants in the manner described above. (d) If either the Borrower or the Majority Lenders so indicate that they wish to revise the method of calculating one or more of the Financial Covenants, the Borrower and the Majority Lenders shall in good faith attempt to agree on a revised method of calculating the Financial Covenants. If, however, within 30 days of the foregoing notice by the Borrower or the Majority Lenders of their desire to revise the method of calculating one or more of the Financial Covenants, the Borrower and the Majority Lenders have not reached agreement in writing on such revised method of calculation, such method of calculation shall not be revised and all terms amounts to be determined thereunder shall be determined without giving effect to the Accounting Change. For greater certainty, if no notice of a desire to revise the method of calculating the Financial Covenants in respect of an accounting Accounting Change is given by either the Borrower or financial nature used herein the Majority Lenders within the applicable time period described above, the method of calculating the Financial Covenants shall not be revised in response to such Accounting Change and all amounts to be determined pursuant to the Financial Covenants shall be construed, and all computations determined after giving effect to such Accounting Change. (e) If a Compliance Certificate is delivered in respect of amounts and ratios referred to herein shall be made, a Fiscal Quarter or Fiscal Year in which an Accounting Change is implemented without giving effect to any election under Statement revised method of Financial Account Standards 159 (or calculating any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Financial Covenants, and subsequently, as provided above, the method of calculating one or more of the Financial Covenants is revised in response to such Accounting Change, or the amounts to be determined pursuant to any of its Subsidiaries at “fair value”the Financial Covenants are to be determined without giving effect to such Accounting Change, the Borrower shall deliver a revised Compliance Certificate. Any Default or Event of Default which arises as defined thereina result of the Accounting Change and which is cured by this Section 1.9 shall be deemed to have never occurred.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP. and computations thereunder (b) If including under Section 10 and any change in the accounting principles definitions used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors theretosuch calculations) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, in accordance with GAAP. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for Parent and its Subsidiaries, in each case without duplication. If Parent or the Borrower requests an amendment to any provision hereof to eliminate the effect of (a) any change in GAAP or the application thereof or (b) the issuance of any new accounting rule or guidance or in the application thereof, in either case, occurring after the Closing Date, then the Lenders, Parent and the Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such change or issuance with the intent of having the respective positions of the Lenders, Parent and the Borrower after such change or issuance conform as nearly as possible to their respective positions as of the Closing Date and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be calculated as if no such change or issuance has occurred and (ii) Parent and the Borrower shall provide to the Lenders a written reconciliation in form and substance reasonably satisfactory to the Lenders, between calculations of any baskets and other requirements hereunder before and after giving effect to any election under Statement such change or issuance. Notwithstanding anything herein to the contrary, for purposes of Financial Account Standards 159 (or Section 9 hereof and any other Financial Accounting Standard having a similar result negative covenant in the Loan Documents (but not, for the avoidance of doubt any financial reporting obligations under the Loan Documents), with respect to the accounting for leases as either operating leases or effect) to value any Indebtedness or other liabilities capital leases and the impact of such accounting in accordance with FASB ASC 842 on the Parent or any of its Subsidiaries at “fair value”definitions and covenants contained herein, GAAP as defined thereinin effect on December 31, 2018, shall be applied.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any . No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V Borrower or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII its Subsidiaries shall be given effect until for purposes of measuring compliance with any provision of this Agreement or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Borrower and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP. (c) , and unless such provisions are modified, all financial statements and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. Notwithstanding any other provision contained hereinherein or in any other Loan Document, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents shall be made, without giving effect to (a) any election under Statement of Financial Account Accounting Standards No. 159 (Codification of Accounting Standards 825 10) (or any other Codification of Accounting Standards or Statement of Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Loan Party or any of its Subsidiaries Subsidiary at “fair value”, ,” as defined therein, or (b) any treatment of Indebtedness in respect of convertible debt instruments under Codification of Accounting Standards 470-20 (or any other Codification of Accounting Standards or Statement of Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. A breach of a financial covenant contained in Section 5.3 shall be deemed to have occurred as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Secured Party.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 5) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements financial statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from MLP with the Parentagreement of the MLP’s Accountants independent certified public accountants and results in a change in any of the calculations required by Article V Sections 5 or VIII 7 that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Parent Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V Sections 5 or VIII 7 shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Borrower or any of its Subsidiaries Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as Capital Lease Obligations.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to and computations thereunder (including under Section 10 and any definitions used in such calculations) shall be made pursuant hereto shallmade, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. . Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Borrower and its Subsidiaries, in each case without duplication. If the Borrower requests an amendment to any provision hereof to eliminate the effect of (a) any change in GAAP or the application thereof or (b) If the issuance of any change new accounting rule or guidance or in the accounting principles used application thereof, in each case, occurring after the preparation date of this Agreement, then the Lenders and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such change or issuance with the intent of having the respective positions of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements Lenders and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same Borrower after such change or issuance conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be calculated as if no such change had not been made; providedor issuance has occurred and (ii) the Borrower shall provide to the Lenders a written reconciliation in form and substance reasonably satisfactory to the Lenders, however, that no between calculations of any baskets and other requirements hereunder before and after giving effect to such change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) issuance. Notwithstanding any other provision contained hereinin this Agreement, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement change to GAAP occurring before or after the Closing Date as a result of ASU 2016-02, Leases (Topic 842) issued by the Financial Account Accounting Standards 159 (Board or any other proposals issued by the Financial Accounting Standard having Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar result or effectarrangement) was not required to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”, be so treated under GAAP as defined thereinin effect prior to such change.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Company with the Parent’s agreement of the Company's Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into negotiations in good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrowers shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinFor purposes of making all financial calculations to determine compliance with Article V (Financial Covenants), all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (business or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of assets that have been acquired by the Parent Company or any of its Subsidiaries at “fair value”(including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as defined thereindetermined in good faith by the Company on a Pro Forma Basis. (d) For purposes of this Agreement, all references to the Company and its Subsidiaries relating to any period prior to the consummation of the Spin-off, shall be to the Business.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP construed, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto shallto this Loan Agreement (including Section 8.01) shall be prepared by an Authorized Officer, unless expressly otherwise provided herein, be made in conformity with GAAP. , consistently applied, (b) If any in each case, except as otherwise specifically prescribed herein). No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in Borrower or any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII its Subsidiaries shall be given effect until for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Loan Agreement in each case, unless the Borrower, the Administrative Agent and Required Lenders agree in writing to modify such provisions are amended to reflect such changes in GAAP. (c) and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article IX shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Loan Party or any Subsidiary of its Subsidiaries any Loan Party at “fair value”. A breach of a financial covenant contained in Article IX shall be deemed to have occurred as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered or required to be delivered to any Agent or any Lender. In addition, any lease treated as defined thereinan operating lease on the date it is entered into shall continue to be treated as an operating lease during the term of this Loan Agreement notwithstanding a change in the treatment thereof to a Capitalized Lease in accordance with any change in GAAP. Notwithstanding anything to the contrary contained herein, all obligations of any Person that are or would have been treated as operating leases (including for avoidance of doubt, any network lease or any operating indefeasible right of use) for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Loan Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as Capital Lease Obligations in the financial statements to be delivered pursuant to Section 8.01.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parentagreement of the Borrower’s Accountants and results in a change in any of the calculations of the Borrowing Base or in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinFor purposes of making all financial calculations to determine compliance with Article V (Financial Covenants), all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (business or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of assets that have been acquired by the Parent Borrower or any of its Subsidiaries at “fair value”after the first day of the applicable period of determination and prior to the end of such period, as defined thereindetermined in good faith by the Borrower on a Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. (b) If . If, after the date hereof, any change occurs in GAAP or in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial application thereof (an “Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors theretoChange”) and such change is adopted by would cause any amount required to be determined for the Parent without objection from the Parent’s Accountants and results in a change in any purposes of the calculations covenants to be maintained or calculated pursuant to Article 8 or 9 to be materially different than the amount that would be determined prior to such change, then the Borrower will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent in conjunction with the next required by Article V delivery of financial statements pursuant to Section 8.01. If the Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or VIII had in the application thereof on the operation of such accounting change not occurredprovision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the parties hereto application thereof, then the Administrative Agent and the Borrower agree to enter into that they will negotiate in good faith negotiations in order amendments to amend the provisions of this Agreement that are directly affected by such provisions so as to equitably reflect such change Accounting Change with the desired result that intent of having the criteria for evaluating compliance with respective positions of the Administrative Agent and the Borrower after such covenants by Accounting Change conform as nearly as possible to their respective positions as of the Loan Parties date of this Agreement and, until any such amendments have been agreed upon, (a) the provisions in this Agreement shall be the same after such change calculated as if no such change Accounting Change had not been made; providedoccurred and (b) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, however, that no change in GAAP that would affect a calculation that measures compliance with between calculations of any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any baskets and other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, requirements hereunder before and all computations of amounts and ratios referred to herein shall be made, without after giving effect to such Accounting Change. All components of financial calculations made to determine compliance with this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any election under Statement Acquisition or disposition of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities assets consummated after the first day of the Parent or any applicable period of its Subsidiaries at “fair value”determination and prior to the end of such period, as defined thereindetermined in good faith by the Borrower based on assumptions expressed therein and that were reasonable based on the information available to the Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP construed, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto shallto this Loan Agreement (including Section 8.01) shall be prepared by an Authorized Officer (a) prior to achieving Reporting Compliance, unless expressly otherwise provided herein, using such Authorized Officer’s good faith efforts to be made in conformity with GAAP. , and otherwise in conformity with past practice, in each case consistently applied and (b) If any after achieving Reporting Compliance, in conformity with GAAP, consistently applied, (in each case, except as otherwise specifically prescribed herein). No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in Borrower or any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII its Subsidiaries shall be given effect until for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Loan Agreement in each case, other than changes that occur in connection with the Borrower achieving Reporting Compliance to conform to GAAP unless the Borrower, the Administrative Agent and Required Lenders agree in writing to modify such provisions are amended to reflect such changes in GAAP. (c) and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article IX shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Loan Party or any Subsidiary of its Subsidiaries any Loan Party at “fair value”. A breach of a financial covenant contained in Article IX shall be deemed to have occurred as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered or required to be delivered to any Agent or any Lender. In addition, any lease treated as defined thereinan operating lease on the date it is entered into shall continue to be treated as an operating lease during the term of this Loan Agreement notwithstanding a change in the treatment thereof to a Capitalized Lease in accordance with any change in GAAP. Notwithstanding anything to the contrary contained herein, all obligations of any Person that are or would have been treated as operating leases (including for avoidance of doubt, any network lease or any operating indefeasible right of use) for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as Capital Lease Obligations in the financial statements to be delivered pursuant to Section 8.01.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parentagreement of the Group Member’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenant) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP, including proposed or actual changes in GAAP with respect to the treatment of operating leases and capital leases, that would affect a calculation or treatment that measures compliance with any covenant contained in Article V (Financial Covenant) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP.. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION (c) Notwithstanding any other provision contained hereinFor purposes of making all financial calculations hereunder, including to determine compliance with Article V (Financial Covenant), all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Group Members (including through Acquisitions) (i) on or after the first day of the applicable period of determination and all computations on or prior to the end of amounts such period or (ii) subsequent to the applicable period of determination and ratios referred to herein prior to, or simultaneously with, the event for which the calculation of any such financial calculation shall be made, without giving effect to any election under Statement of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”calculated, as defined thereindetermined in good faith by the Borrower on a Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the accounting principles used in computation of any financial ratio or requirement, and either the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board Company or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurredAdministrative Agent shall so request, the parties hereto agree to enter into Administrative Agent and the Company shall negotiate in good faith negotiations in order to amend such provisions so as ratio or requirement to equitably reflect preserve the original intent thereof in light of such change with in GAAP (subject to the desired result that approval of the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been madeRequisite Lenders); provided, however, that no that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (ii) the Company shall provide to the Administrative Agent and the Lenders a written reconciliation, in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or VIII shall be given requirement made before and after giving effect until to such provisions are amended to reflect such changes change in GAAP. (c) Notwithstanding For purposes of this Agreement, all references to Holdings or the Company shall give effect to the Merger. (d) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other provision contained hereinfinancial ratio hereunder, all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (business or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of assets that have been acquired by the Parent Company or any of its Subsidiaries at “fair value”(including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as defined thereindetermined in good faith by the Company on a Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. . If, after the date hereof, any change occurs in GAAP or in the application thereof (an “Accounting Change”) and such change would cause any amount required to be determined for the purposes of the covenants to be maintained or calculated pursuant to Article 8 or 9 to be materially different than the amount that would be determined prior to such change, then Administrative Borrower will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent in conjunction with the next required delivery of financial statements pursuant to Section 8.01. If Administrative Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the application thereof, then the Administrative Agent and Administrative Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Administrative Agent and Borrowers after such Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, (a) the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred and (b) If Administrative Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of any change baskets and other requirements hereunder before and after giving effect to such Accounting Change. All components of financial calculations made to determine compliance with this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any Acquisition or disposition of assets consummated after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by Borrowers based on assumptions expressed therein and that were reasonable based on the accounting principles used in information available to Borrowers at the time of preparation of the most recent Financial Statements referred Compliance Certificate setting forth such calculations. Anything in this Agreement to in Section 6.1 the contrary notwithstanding, for purposes of calculations made pursuant to the terms of this Agreement, any lease (or similar arrangement conveying the right to use) that is hereafter required or permitted treated as an operating lease for purposes of GAAP prior to the issuance by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (“ASU”) shall not be treated as Indebtedness or as a finance lease, and shall continue to be treated as an operating lease (and any future lease or similar arrangement conveying the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree right to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP use that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained herein, all terms treated as an operating lease for purposes of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, GAAP without giving effect to any election the implementation of ASC 842 shall be treated as an operating lease), in each case for purposes of Indebtedness under Statement this Agreement, notwithstanding such change in GAAP after the issuance of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”, as defined thereinsuch ASU.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any . No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Borrower shall be given effect until for purposes of measuring compliance with any provision of Article VI or VII, calculating the Applicable Margin or otherwise determining any relevant ratios and baskets which govern whether any action is permitted hereunder unless the Borrower, Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”, (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) the effects of Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) on capital lease and debt obligations. A breach of a financial covenant contained in Article VII shall be deemed to have occurred as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent. (b) For purposes of determining pro forma compliance with any financial covenant as of any date prior to the first date on which such financial covenant is to be tested hereunder, the level of any such financial covenant shall be deemed to be the covenant level for such first test date. (c) If the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the purposes of determining such availability or compliance, the cash proceeds of such Indebtedness, shall not be included in the calculation, if applicable, of cash or cash equivalents included in the determination of such leverage ratio. (d) If any “Accounting Changes” (as defined thereinbelow) occur and such changes result in a change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Loan Document, then Borrower and Lenders agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Loan Parties’ and their Subsidiaries’ financial condition shall be consistent in all material respects after such Accounting Changes as if such Accounting Changes had not been made; provided, however, that the agreement of Required Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. “Accounting Changes” means (a) changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions). If Borrower and Required Lenders agree upon amendments pursuant to the foregoing, then after appropriate amendments have been executed and the underlying Accounting Change with respect thereto has been implemented, any reference to GAAP contained in this Agreement or in any other Loan Document shall, only to the extent of such Accounting Change, refer to GAAP, consistently applied after giving effect to the implementation of such Accounting Change. If Agent, Borrower and Required Lenders cannot agree upon amendments pursuant to the foregoing, then until such agreement is reached, all financial statements delivered and all calculations of financial covenants and other standards and terms in accordance with this Agreement and the other Loan Documents shall be prepared, delivered and made without regard to the underlying Accounting Change. Without limiting the foregoing, in the event of an accounting change requiring all leases to be capitalized, only those leases that would constitute Capital Leases in conformity with GAAP on the date hereof shall be considered 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.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto shall, unless expressly otherwise provided herein, to this Agreement shall be made prepared in conformity with, GAAP, applied in a manner consistent with GAAP. (b) If any that used in preparing the Historical Financial Statements, except as otherwise specifically prescribed herein. No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted adopted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (Parent or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII its Subsidiaries shall be given effect until for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless the Borrower, the Administrative Agent and the Required Lenders agree in writing to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article IX shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”. A breach of a financial covenant contained in Article IX shall be deemed to have occurred as of any date of determination by the Administrative Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as defined thereinof the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under GAAP as in effect on the Closing Date shall not be treated as a Capital Lease solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, GAAP after the Closing Date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parentagreement of the Borrower’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII provision of the Loan Documents shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinFor purposes of making all financial calculations to determine compliance with Article V (Financial Covenants) or Article VIII (Negative Covenants), all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (business or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of assets that have been acquired by the Parent Borrower or any of its Subsidiaries at “fair value”(including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as defined thereindetermined in good faith by the Borrower on a Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto shall, unless expressly otherwise provided herein, to this Agreement shall be made prepared in conformity with GAAP. (b) If any with, IFRS, applied in a consistent manner. No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted adopted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (Borrower or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results of its Subsidiaries, including pursuant to a Change in a change in any of the calculations required by Article V or VIII had such accounting change not occurredAccounting Principles, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Borrower and the Administrative Agent agree in writing to modify such provisions to reflect such changes, and, unless such provisions are amended modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to reflect such changes in GAAP. (c) change. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article IX shall be made, without giving effect to any election under Statement of Financial Account ‎under Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or ‎any Subsidiary of any of its Subsidiaries Credit Party at “fair value”. A breach of a financial covenant contained in Article IX shall be deemed to have occurred as of any date of determination by the Administrative Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Restatement Date or entered into after the Restatement Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under GAAP, as defined thereinin effect on the Restatement Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of GAAP, after the Restatement Date. From and after the occurrence of a Change in Accounting Principles, all references to “IFRS” in this Agreement shall be construed as references to “GAAP” as the context may require. From and after the occurrence of a Change in Accounting Principles, with respect to any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. (b) If IFRS. If, after the date hereof, any change occurs in IFRS or in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial application thereof (an “Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors theretoChange”) and such change is adopted by would cause any amount required to be determined for the Parent without objection from the Parent’s Accountants and results in a change in any purposes of the calculations covenants to be maintained or calculated pursuant to Article 8 or 9 to be materially different than the amount that would be determined prior to such change, then the Administrative Borrower will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent in conjunction with the next required by Article V delivery of financial statements pursuant to Section 8.01. If the Administrative Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Third Amendment Restatement Date or VIII had in the application thereof on the operation of such accounting change not occurredprovision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the parties hereto application thereof, then the Administrative Agent and the Administrative Borrower agree to enter into that they will negotiate in good faith negotiations in order amendments to amend the provisions of this Agreement that are directly affected by such provisions so as to equitably reflect such change Accounting Change with the desired result that intent of having the criteria for evaluating compliance with respective positions of the Administrative Agent and the Administrative Borrower after such covenants by Accounting Change conform as nearly as possible to their respective positions as of the Loan Parties date of this Agreement and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be the same after such change calculated as if no such change Accounting Change had not been made; providedoccurred and (ii) the Administrative Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, however, that no change in GAAP that would affect a calculation that measures compliance with between calculations of any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any baskets and other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, requirements hereunder before and all computations of amounts and ratios referred to herein shall be made, without after giving effect to such Accounting Change. All components of financial calculations made to determine compliance with this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any election under Statement Acquisition or disposition of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities assets consummated after the first day of the Parent or any applicable period of its Subsidiaries at “fair value”determination and prior to the end of such period, as defined thereindetermined in good faith by the Administrative Borrower based on assumptions expressed therein and that were reasonable based on the information available to the Administrative Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth belowotherwise expressly provided, all accounting terms not specifically defined herein shall terms, principles and calculations applicable to the Credit Facility will be construed interpreted, applied and calculated, as the case may be, in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any If: (i) there occurs a material change in GAAP; or (ii) the Borrower or any of the Restricted Subsidiaries adopts a material change in an accounting principles policy in order to more appropriately present events or transactions in its financial statements; and the above change would require disclosure under GAAP in the consolidated financial statements of the Borrower and would cause an amount required to be determined for the purposes of a financial covenant under Section 14.3 (a “Financial Covenant”) to be materially different than the amount that would be determined without giving effect to such change, the Borrower shall notify the Agent of such change (an “Accounting Change”). Such notice (an “Accounting Change Notice”) shall describe the nature of the Accounting Change, its effect on the current and immediately prior year's financial statements in accordance with GAAP and state whether the Borrower desires to revise the method of calculating one or more of the Financial Covenants (including the revision of any of the defined terms used in the preparation determination of such Financial Covenant) in order that amounts determined after giving effect to such Accounting Change and the revised method of calculating such Financial Covenant will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating such Financial Covenant. The Accounting Change Notice shall be delivered to the Agent within 45 days of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions end of the Financial Fiscal Quarter in which the Accounting Standards Board Change is implemented or, if such Accounting Change is implemented in the fourth Fiscal Quarter or the American Institute in respect of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any an entire Fiscal Year, within 90 days of the calculations required by Article V or VIII had end of such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAPperiod. (c) Notwithstanding any other provision contained hereinIf, pursuant to the Accounting Change Notice, the Borrower does not indicate that it desires to revise the method of calculating one or more of the Financial Covenants, the Majority Lenders may within 30 days of receipt of the Accounting Change Notice, notify the Borrower that they wish to revise the method of calculating one or more of the Financial Covenants in the manner described above. (d) If either the Borrower or the Majority Lenders so indicate that they wish to revise the method of calculating one or more of the Financial Covenants, the Borrower and the Majority Lenders shall in good faith attempt to agree on a revised method of calculating the Financial Covenants. If, however, within 30 days of the foregoing notice by the Borrower or the Majority Lenders of their desire to revise the method of calculating one or more of the Financial Covenants, the Borrower and the Majority Lenders have not reached agreement in writing on such revised method of calculation, such method of calculation shall not be revised and all terms amounts to be determined thereunder shall be determined without giving effect to the Accounting Change. For greater certainty, if no notice of a desire to revise the method of calculating the Financial Covenants in respect of an accounting Accounting Change is given by either the Borrower or financial nature used herein the Majority Lenders within the applicable time period described above, the method of calculating the Financial Covenants shall not be revised in response to such Accounting Change and all amounts to be determined pursuant to the Financial Covenants shall be construed, and all computations determined after giving effect to such Accounting Change. (e) If a Compliance Certificate is delivered in respect of amounts and ratios referred to herein shall be made, a Fiscal Quarter or Fiscal Year in which an Accounting Change is implemented without giving effect to any election under Statement revised method of Financial Account Standards 159 (or calculating any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Financial Covenants, and subsequently, as provided above, the method of calculating one or more of the Financial Covenants is revised in response to such Accounting Change, or the amounts to be determined pursuant to any of its Subsidiaries at “fair value”the Financial Covenants are to be determined without giving effect to such Accounting Change, the Borrower shall deliver a revised Compliance Certificate. Any Default or Event of Default which arises as defined thereina result of the Accounting Change and which is cured by this Section 1.14 shall be deemed to have never occurred.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP applied on a consistent basis, as in effect from time to time and all accounting determinations required financial statements and reports to be made pursuant hereto shall, unless expressly otherwise provided herein, prepared hereunder shall be made prepared in conformity accordance with GAAP. (b) GAAP in effect from time to time. If at any time any change in GAAP would affect the accounting principles used computation of any financial ratio or affect any requirement set forth in any Credit Document, and either the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board Borrower or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurredMajority Lenders shall so request, the parties hereto agree to enter into Administrative Agent, the Lenders and the Borrower shall negotiate in good faith negotiations in order to amend such provisions so as to equitably reflect such change ratio or requirement with the desired result that intent of having the criteria for evaluating compliance with respective positions of the Borrower and the Lenders after the coming into force of such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP conform as nearly as possible to their respective positions under the Credit Agreement immediately prior to January 1, 2010; provided that would affect (A) until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders a calculation reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP, and (B) no fees (other than reasonable legal fees incurred by the Lenders to amend any such Credit Document to evidence any such amendment), premiums, increases in pricing or other costs shall be charged to, or borne by, the Borrower in connection with any such amendment. For greater certainty, it is hereby understood and agreed that measures any reconciliation between calculations of such ratio or requirement before and after giving effect to such change in GAAP made by or on behalf of the Borrower for purposes of determining compliance with any covenant contained financial ratio or requirement set forth in Article V or VIII any Credit Document shall be given effect until such provisions are amended to reflect such changes in GAAPunaudited. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”, as defined therein.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 5) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements financial statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Guarantor with the Parentagreement of the Guarantor’s Accountants independent certified public accountants and results in a change in any of the calculations required by Article V Sections 5 or VIII 7 that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Parent Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V Sections 5 or VIII 7 shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Borrower or any of its Subsidiaries Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as Capital Lease Obligations.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) . If any change in GAAP results in a change in the calculation of the financial covenants or interpretation of related provisions of this Agreement or any other Loan Document, then the Borrower, Agent and the Required Lenders agree to amend such provisions of this Agreement so as to equitably reflect such changes in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change had not been made; provided that no change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted adopted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board Holdings or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Borrower shall be given effect until for purposes of measuring compliance with any provision of Section 1.12 or 1.14 or Article V or VI unless (and until) the Borrower, Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless (and until) such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Section 1.12 or 1.14 or Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of the last day of any specified measurement period, as defined thereinregardless of when the financial statements reflecting such breach are delivered to Agent. Notwithstanding anything to the contrary contained herein, for purposes of determining pro forma compliance with each of the financial covenants in Sections 6.2 and 6.3 for any period prior to September 30, 2011, Holdings shall be required to be in compliance with the ratios otherwise required in respect of the Test Period ending September 30, 2011.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto shall, unless expressly otherwise provided herein, to this Agreement shall be made prepared in conformity with with, GAAP. (b) If any , applied in a consistent manner. No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted adopted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (Parent or any successors thereto) and such change is adopted by the Parent without objection from the of Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Subsidiaries shall be given effect until for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article IX shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Obligor or any Subsidiary of its Subsidiaries any Obligor at “fair value”. A breach of a Financial Performance Covenant shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Administrative Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as defined thereinof the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under GAAP as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, GAAP after the Closing Date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purposes of measuring compliance with Article V (Financial Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) or is required in connection with the resolution of the Borrower's outstanding accounting issues, and any such change is adopted by the Parent without objection from Borrower with the Parent’s agreement of the Borrower's Accountants and results in a change in any of the calculations required by Article V or Article VIII that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no such change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or Article VIII shall be given effect until such provisions are amended to reflect such changes in GAAPchanges. (c) Notwithstanding any other provision contained hereinFor purposes of making all financial calculations to determine compliance with Article V (Financial Covenants), all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of business that have been acquired by the Parent Borrower or any of its Subsidiaries at “fair value”after the first day of the applicable period of determination and prior to the end of such period, as defined therein.determined in good faith by the Borrower on a Pro

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by Holdings with the Parent without objection from agreement of the Parent’s Holdings Accountants and results in a change in any of the calculations required by Article V or VIII that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding For purposes of making any other provision contained hereinof the financial covenant calculations required by this Agreement, all terms components of an accounting such calculations for any fiscal period or financial nature used herein portion thereof occurring prior to the Closing Date shall be construedcalculated by reference to the financial performance of Acquired Co. (d) For purposes of making all financial calculations to determine compliance with Article V, and all computations components of amounts and ratios referred to herein such calculations shall be madeadjusted to include or exclude, as the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (business or assets that have been acquired by any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Group Member after the first day of the Parent or any applicable period of its Subsidiaries at “fair value”determination and prior to the end of such period, as defined thereindetermined in good faith by the Borrowers on a Pro forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. (b) If . If, after the date hereof, any change occurs in GAAP or in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial application thereof (an “Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors theretoChange”) and such change is adopted by would cause any amount required to be determined for the Parent without objection from the Parent’s Accountants and results in a change in any purposes of the calculations covenants to be maintained or calculated pursuant to Article 8 or 9 to be materially different than the amount that would be determined prior to such change, then the Borrower will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent in conjunction with the next required by Article V delivery of financial statements pursuant to Section 8.01. If the Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or VIII had in the application thereof on the operation of such accounting change not occurredprovision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the parties hereto application thereof, then the Administrative Agent and the Borrower agree to enter into that they will negotiate in good faith negotiations in order amendments to amend the provisions of this Agreement that are directly affected by such provisions so as to equitably reflect such change Accounting Change with the desired result that intent of having the criteria for evaluating compliance with respective positions of the Administrative Agent and the Borrower after such covenants by Accounting Change conform as nearly as possible to their respective positions as of the Loan Parties date of this Agreement and, until any such amendments have been agreed upon, (a) the provisions in this Agreement shall be the same after such change calculated as if no such change Accounting Change had not been made; providedoccurred and (b) the Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, however, that no change in GAAP that would affect a calculation that measures compliance with between calculations of any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any baskets and other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, requirements hereunder before and all computations of amounts and ratios referred to herein shall be made, without after giving effect to such Accounting Change. All components of financial calculations made to determine compliance with this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any election under Statement Acquisition, other Investment or disposition of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities assets consummated after the first day of the Parent or any applicable period of its Subsidiaries at “fair value”determination and prior to the end of such period, as defined thereindetermined in good faith by the Borrower based on assumptions expressed therein and that were reasonable based on the information available to the Borrower at the time of preparation of the Compliance Certificate setting forth such calculations. Notwithstanding the foregoing, with respect to the accounting for leases as either operating leases or Capital Leases and the impact of such accounting in accordance with FASB ASC 842 on the definitions and covenants herein, GAAP as in effect prior to the adoption of FASB ASC 842 shall be applied.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Company with the Parent’s agreement of the Company's Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties Company shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP.. CREDIT AGREEMENT SWIFT & COMPANY (c) Notwithstanding For purposes of making any other provision contained hereinof the financial covenant calculations required by this Agreement to be made by the Company and its Subsidiaries, all terms components of an accounting such calculations for any fiscal period or financial nature used herein portion thereof occurring prior to the Closing Date shall be construedcalculated by reference to the financial performance of the Acquired Companies. (d) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenants), and all computations components of amounts and ratios referred to herein such calculations shall be madeadjusted to include or exclude, as the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (business or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of assets that have been acquired by the Parent Company or any of its Subsidiaries at “fair value”(including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as defined thereindetermined in good faith by the Company on a Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial calculations) required to be made submitted pursuant hereto shall, unless expressly otherwise provided herein, to this Agreement shall be made prepared in conformity with GAAP. (b) If any with, Applicable Accounting Standards, applied in a consistent manner. No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted adopted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (Parent or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII its Subsidiaries shall be given effect until for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify such provisions are amended to reflect such changes in GAAP. (c) Applicable Accounting Standards and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method in accordance with Section 9.13. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article IX shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any 29 Credit Party at “fair value”. A breach of a Financial Performance Covenant shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as defined thereinof the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under Applicable Accounting Standards as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, such Applicable Accounting Standards after the Closing Date. [Intentionally Omitted] .

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parent’s Accountants agreement of its independent public accountants and results in a change in any of the calculations required by Article V or VIII Article VI or in the definitions of ‘‘Applicable Margin’’ had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower or the determination of the ‘‘Applicable Margin’’ shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Article VI or in the definitions of ‘‘Applicable Margin’’ shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained herein, For purposes of making all terms financial calculations to determine compliance with Article V all components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement business or assets that have been acquired or disposed of Financial Account Standards 159 (or by any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Warnaco Entity after the first day of the Parent or any applicable period of its Subsidiaries at “fair value”determination and prior to the end of such period, as defined thereindetermined in good faith by Group on a Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parentagreement of the Borrower’s Accountants accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or Article VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or Article VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinFor purposes of making all financial calculations to determine compliance with Article V (Financial Covenants), all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (business or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of assets that have been acquired by the Parent Borrower or any of its Subsidiaries at “fair value”(including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as defined therein.determined in good faith by the Borrower on a Pro Forma Basis. Credit Agreement Orbital Sciences Corporation

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made substantially in conformity accordance with GAAP. (b) If IFRS. If, after the date hereof, any change occurs in IFRS or in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial application thereof (an “Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors theretoChange”) and such change is adopted by would cause any amount required to be determined for the Parent without objection from the Parent’s Accountants and results in a change in any purposes of the calculations covenants to be maintained or calculated pursuant to Article 8 or 9 to be materially different than the amount that would be determined prior to such change, then the Administrative Borrower will provide a detailed notice of such change (an “Accounting Change Notice”) to the Administrative Agent in conjunction with the next required by Article V delivery of financial statements pursuant to Section 8.01. If the Administrative Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Fifth Amendment Restatement Date or VIII had in the application thereof on the operation of such accounting change not occurredprovision, regardless of whether any Accounting Change Notice is given before or after such Accounting Change or in the parties hereto application thereof, then the Administrative Agent and the Administrative Borrower agree to enter into that they will negotiate in good faith negotiations in order amendments to amend the provisions of this Agreement that are directly affected by such provisions so as to equitably reflect such change Accounting Change with the desired result that intent of having the criteria for evaluating compliance with respective positions of the Administrative Agent and the Administrative Borrower after such covenants by Accounting Change conform as nearly as possible to their respective positions as of the Loan Parties date of this Agreement and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be the same after such change calculated as if no such change Accounting Change had not been made; providedoccurred and (ii) the Administrative Borrower shall provide to the Administrative Agent a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, however, that no change in GAAP that would affect a calculation that measures compliance with between calculations of any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any baskets and other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, requirements hereunder before and all computations of amounts and ratios referred to herein shall be made, without after giving effect to such Accounting Change. All components of financial calculations made to determine compliance with this Agreement shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any election under Statement Acquisition or disposition of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities assets consummated after the first day of the Parent or any applicable period of its Subsidiaries at “fair value”determination and prior to the end of such period, as defined thereindetermined in good faith by the Administrative Borrower based on assumptions expressed therein and that were reasonable based on the information available to the Administrative Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. . All components of financial calculations made to determine compliance with this Agreement, including Section 10 shall be calculated as if any (a) Acquisition, (b) If Asset Sale, (c) Involuntary Disposition, (d) sale, transfer or other disposition that results in a Person ceasing to be a Subsidiary, (e) Investment that results in a Person becoming a Subsidiary (whether by merger, consolidation or otherwise), (f) incurrence or repayment of Indebtedness (and if any change such incurred Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this provision determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the accounting principles used relevant date of determination) or (g) other event that by the terms of the Loan Documents requires pro forma compliance with a test or covenant, calculation as to pro forma effect with respect to a test or covenant or requires such test or covenant to be calculated on a pro forma basis, in each case, consummated after the first day of the applicable period of determination and prior to the end of such period, as if such transaction (and any other such transactions in connection therewith) shall have occurred as of the first day of the applicable period and additionally: (i) with respect to any Asset Sale, Involuntary Disposition or sale, transfer or other disposition that results in a Person ceasing to be a Subsidiary, income statement and cash flow statement items (whether positive or negative) attributable to the Person or property disposed of shall be excluded, and (ii) with respect to any Acquisition or Investment, income statement and cash flow statement items (whether positive or negative) attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for the Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to Administrative Agent; provided, that, the foregoing adjustments shall be determined in good faith by Borrower based on assumptions expressed therein and that were reasonable based on the information available to Borrower at the time of preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and Compliance Certificate setting forth such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAPcalculations. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”, as defined therein.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any change in the accounting principles used in the preparation ; provided that for purposes of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures determining compliance with any covenant contained in Article V Section 9 or VIII the existence of any Default or Event of Default under Section 11, in determining whether a lease is required to be accounted for as a capital lease or an operating lease, such determination shall be given made based on GAAP as in effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinon the date of this Agreement; provided, further, that all terms of an accounting or financial nature used herein (including the definitions of Capital Lease Obligations and Indebtedness) shall be construed, and all computations of amounts and ratios referred to herein shall be made, construed without giving effect to (i) the effects of Accounting Standards Codification 815—Derivatives and Hedging and related interpretations to the extent such effects would otherwise increase or decrease an amount of indebtedness for any 164703839 v7 purpose as a result of accounting for any embedded derivatives created by the terms of such indebtedness, (ii) any election under Accounting Standards Codification 8▇▇-▇▇-▇▇ (previously referred to as Statement of Financial Account Accounting Standards 159 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any of its Subsidiaries Subsidiary at “fair value”,” as defined therein and (iii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. All components of financial calculations made to determine compliance with this Agreement, including Section 10, shall be adjusted to include or exclude, as defined thereinthe case may be, without duplication, such components of such calculations attributable to any Acquisition consummated after the first day of the applicable period of determination and prior to the end of such period, as if such Acquisition had occurred on the first day of the applicable period, as determined in good faith by Borrower based on assumptions expressed therein and that were reasonable based on the information available to Borrower at the time of preparation of the Compliance Certificate setting forth such calculations.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) . If any change in GAAP (including International Financial Reporting Standards) results in a change in the calculation of the financial covenants or interpretation of related provisions of this Agreement or any other Loan Document, then the Borrower, the Agent and the Required Lenders agree to negotiate in good faith to amend such provisions of this Agreement so as to equitably reflect such changes in GAAP with the desired result that the criteria for evaluation of the Borrower’s financial condition shall be the same after such change in GAAP as if such change had not been made; provided that no change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Borrower shall be given effect until for purposes of measuring compliance with any provision of Article V or VI unless the Borrower, Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”.” In addition, the financial ratios and related definitions set forth in the Loan Documents shall be computed to exclude the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as defined thereina liability on the Consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity). A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP. and computations thereunder (b) If including under Section 10 and any change in the accounting principles definitions used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors theretosuch calculations) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, in accordance with GAAP. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for Parent and its Subsidiaries, in each case without duplication. If Parent or the Borrower requests an amendment to any provision hereof to eliminate the effect of (a) any change in GAAP or the application thereof or (b) the issuance of any new accounting rule or guidance or in the application thereof, in either case, occurring after the Closing Date, then the Lenders, Parent and the Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such change or issuance with the intent of having the respective positions of the Lenders, Parent and the Borrower after such change or issuance conform as nearly as possible to their respective positions as of the Closing Date and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be calculated as if no such change or issuance has occurred and (ii) Parent and the Borrower shall provide to the Lenders a written reconciliation in form and substance reasonably satisfactory to the Lenders, between calculations of any baskets and other requirements hereunder before and after giving effect to any election under Statement such change or issuance.. Notwithstanding anything herein to the contrary, for purposes of Financial Account Standards 159 (or Section 9 hereof and any other Financial Accounting Standard having a similar result negative covenant in the Loan Documents (but not, for the avoidance of doubt any financial reporting obligations under the Loan Documents), with respect to the accounting for leases as either operating leases or effect) to value any Indebtedness or other liabilities capital leases and the impact of such accounting in accordance with FASB ASC 842 on the Parent or any of its Subsidiaries at “fair value”definitions and covenants contained herein, GAAP as defined thereinin effect on December 31, 2018, shall be applied.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any . No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Partnership shall be given effect until for purposes of measuring compliance with any provision of Article V or Article VI unless Borrowers, Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. . For the avoidance of doubt and in accordance with the foregoing sentence, to the extent that a change in GAAP after the date hereof requires operating leases (cas opposed to capital leases) to be treated as “indebtedness”, no such change in GAAP shall be given effect for any purposes under the Loan Agreement or any other Loan Documents, and Indebtedness hereunder shall not include any such obligations under operating leases solely as a result of such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, as defined thereinregardless of when the financial statements reflecting such breach are delivered to Agent.

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

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto shall, unless expressly otherwise provided herein, to this Agreement shall be made prepared in conformity with GAAP. (b) If any with, IFRS, applied in a consistent manner. No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted adopted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (Borrower or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results of its Subsidiaries, including pursuant to a Change in a change in any of the calculations required by Article V or VIII had such accounting change not occurredAccounting Principles, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Borrower and the Administrative Agent agree in writing to modify such provisions to reflect such changes, and, unless such provisions are amended modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to reflect such changes in GAAP. (c) change. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article IX shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”. A breach of a financial covenant contained in Article IX shall be deemed to have occurred as of any date of determination by the Administrative Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Restatement Date or entered into after the Restatement Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under GAAP, as defined thereinin effect on the Restatement Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of GAAP, after the Restatement Date. From and after the occurrence of a Change in Accounting Principles, all references to “IFRS” in this Agreement shall be construed as references to “GAAP” as the context may require. From and after the occurrence of a Change in Accounting Principles, with respect to any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parent’s agreement of the Borrower's Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding For purposes of making any other provision contained hereinof the financial covenant calculations required by this Agreement to be made by the Borrower and its Subsidiaries, all terms components of an accounting such calculations for any fiscal period or financial nature used herein portion thereof occurring prior to the Closing Date shall be construed, and all computations calculated by reference to the financial performance of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”, as defined thereinOld WCI.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to and computations thereunder (including under Section 7 and any definitions used in such calculations) shall be made pursuant hereto shallmade, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. . Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Borrower and its Subsidiaries, in each case without duplication. If the Borrower requests an amendment to any provision hereof to eliminate the effect of (a) any change in GAAP or the application thereof or (b) If the issuance of any change new accounting rule or guidance or in the accounting principles used application thereof, in either case, occurring after the preparation Closing Date, then the Lenders and the Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such change or issuance with the intent of having the respective positions of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by Lenders and the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same Borrower after such change or issuance conform as nearly as possible to their respective positions as of the Closing Date and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be calculated as if no such change had not been made; providedor issuance has occurred and (ii) the Borrower shall provide to the Lenders a written reconciliation in form and substance reasonably satisfactory to the Lenders, howeverbetween calculations of any baskets and other requirements hereunder before and after giving effect to such change or issuance. Notwithstanding anything herein to the contrary, that no change for purposes of Section 7 hereof and any other negative covenant in the Loan Documents (but not, for the avoidance of doubt any financial reporting obligations under the Loan Documents), with respect to the accounting for leases as either operating leases or capital leases and the impact of such accounting in accordance with ASC 842 on the definitions and covenants contained herein, GAAP that would affect a calculation that measures compliance with any covenant contained as in Article V or VIII effect on December 31, 2018, shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) applied. Notwithstanding any other provision contained hereinherein or in any other Loan Document, all terms of an accounting or financial nature used herein and in the other Loan Documents shall be construed, and all computations of amounts and ratios referred to herein and in the other Loan Documents shall be made, without giving effect to (a) any election under Statement of Financial Account Accounting Standards No. 159 (Codification of Accounting Standards 825-10) (or any other Codification of Accounting Standards or Statement of Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any of its Subsidiaries Subsidiary at “fair value”, as defined therein, or (b) any treatment of Indebtedness in respect of convertible debt instruments under Codification of Accounting Standards 470-20 (or any other Codification of Accounting Standards or Statement of Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parentagreement of the Group Member’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenant) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP, including proposed or actual changes in GAAP with respect to the treatment of operating leases and capital leases, that would affect a calculation or treatment that measures compliance with any covenant contained in Article V (Financial Covenant) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinFor purposes of making all financial calculations hereunder, including to determine compliance with Article V (Financial Covenant), all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Group Members (including through Acquisitions) (i) on or after the first day of the applicable period of determination and all computations on or prior to the end of amounts such period or (ii) subsequent to the applicable period of determination and ratios referred to herein prior to, or simultaneously with, the event for which the calculation of any such financial calculation shall be made, without giving effect to any election under Statement of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”calculated, as defined therein.determined in good faith by the Borrower on a Pro Forma Basis. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any . No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Borrower shall be given effect until for purposes of measuring compliance with any provision of Article V or VI unless the Borrower, Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) ; provided that notwithstanding the foregoing or anything to the contrary herein, all leases of the Borrower and its restricted subsidiaries that are treated as operating leases for purposes of GAAP on the Closing Date shall continue to be accounted for as operating leases regardless of any change in, or in the application of, GAAP following such date that would otherwise require such leases to be treated as capital leases. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent. (a) For purposes of determining pro forma compliance with any financial covenant as defined thereinUS-DOCS\99983253.20 of any date prior to September 30, 2018, such provision shall assume that the relevant Test Period is the Test Period ending on September 30, 2018, and the level of any such financial covenant shall be deemed to be the covenant level for the Test Period ending September 30, 2018, and (b) if the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the purposes of determining such availability or compliance, the cash proceeds of such Indebtedness shall not be included in the calculation, if applicable, of cash or cash equivalents included in the determination of such leverage ratio; provided that, to the extent the proceeds of any such Indebtedness are to be used to repay other Indebtedness, the foregoing shall not limit the ‎Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments. Notwithstanding anything to the contrary contained herein, any obligation of a Person under a lease that is not (or would not be) required to be classified and accounted for as a Capital Lease on a balance sheet of such Person under GAAP as in effect and implemented on the Closing Date shall not be treated as a Capital Lease as a result of the adoption of changes in GAAP or changes in the application of GAAP.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto shall, unless expressly otherwise provided herein, to this Agreement shall be made prepared in conformity with with, GAAP. (b) If any , applied in a consistent manner. No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted adopted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (any Borrower or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII its Subsidiaries shall be given effect until for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Borrowers and Administrative Agent agree in writing to modify such provisions to reflect such changes, and, unless such provisions are amended modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to reflect such changes in GAAP. (c) change. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article IX shall be made, without giving effect to any election under Statement of Financial Account ‎under Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or ‎any Subsidiary of any of its Subsidiaries Credit Party at “fair value”. A breach of a financial covenant contained in Article IX shall be deemed to have occurred as of any date of determination by Administrative Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Administrative Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a financing lease on the balance sheet of such Person under GAAP, as defined thereinin effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of GAAP, after the Closing Date. With respect to any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a financing lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a financing lease, and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith.

Accounting Terms and Principles. (a) Except as set forth belowotherwise expressly provided, all accounting terms not specifically defined herein shall terms, principles and calculations applicable to the Credit Facility will be construed interpreted, applied and calculated, as the case may be, in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any If: (i) there occurs a material change in GAAP; or (ii) the Borrower or any of the Material Subsidiaries adopts a material change in an accounting principles policy in order to more appropriately present events or transactions in its financial statements; and the above change would require disclosure under GAAP in the consolidated financial statements of the Borrower and would cause an amount required to be determined for the purposes of any financial term used in this Agreement (a “Financial Covenant/Term”) to be materially different than the amount that would be determined without giving effect to such change, the Borrower shall notify the Agent of such change (an “Accounting Change”). Such notice (an “Accounting Change Notice”) shall describe the nature of the Accounting Change, its effect on the current and immediately prior year's financial statements in accordance with GAAP and state whether the Borrower desires to revise the method of calculating such Financial Covenant/Term (including the revision of any of the defined terms used in the preparation determination of such Financial Covenant/Term) in order that amounts determined after giving effect to such Accounting Change and the revised method of calculating such Financial Covenant/Term will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating such Financial Covenant/Term. The Accounting Change Notice shall be delivered to the Agent within 45 days of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions end of the Financial fiscal quarter in which the Accounting Standards Board Change is implemented or, if such Accounting Change is implemented in the fourth fiscal quarter or the American Institute in respect of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any an entire fiscal year, within 90 days of the calculations required by Article V or VIII had end of such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAPperiod. (c) Notwithstanding any other provision contained hereinIf, pursuant to the Accounting Change Notice, the Borrower does not indicate that it desires to revise the method of calculating one or more of the Financial Covenant/Terms, the Majority Lenders may within 30 days of receipt of the Accounting Change Notice, notify the Borrower that they wish to revise the method of calculating one or more of the Financial Covenant/Terms in the manner described above. (d) If either the Borrower or the Majority Lenders so indicate that they wish to revise the method of calculating one or more of the Financial Covenant/Terms, the Borrower and the Majority Lenders shall in good faith attempt to agree on a revised method of calculating the Financial Covenant/Terms. If, however, within 30 days of the foregoing notice by the Borrower or the Majority Lenders of their desire to revise the method of calculating one or more of the Financial Covenant/Terms, the Borrower and the Majority Lenders have not reached agreement in writing on such revised method of calculation, such method of calculation shall not be revised and all terms amounts to be determined thereunder shall be determined without giving effect to the Accounting Change. For greater certainty, if no notice of a desire to revise the method of calculating the Financial Covenant/Terms in respect of an accounting Accounting Change is given by either the Borrower or financial nature used herein the Majority Lenders within the applicable time period described above, the method of calculating the Financial Covenant/Terms shall not be revised in response to such Accounting Change and all amounts to be determined pursuant to the Financial Covenant/Terms shall be construed, and all computations determined after giving effect to such Accounting Change. (e) If a Compliance Certificate is delivered in respect of amounts and ratios referred to herein shall be made, a fiscal quarter or fiscal year in which an Accounting Change is implemented without giving effect to any election under Statement revised method of Financial Account Standards 159 (or calculating any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Financial Covenant/Terms, and subsequently, as provided above, the method of calculating one or more of the Financial Covenant/Terms is revised in response to such Accounting Change, or the amounts to be determined pursuant to any of its Subsidiaries at “fair value”the Financial Covenant/Terms are to be determined without giving effect to such Accounting Change, the Borrower shall deliver a revised Compliance Certificate. Any Default or Event of Default which arises as defined thereina result of the Accounting Change and which is cured by this Section 1.14 shall be deemed to have never occurred.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with ARTICLE V (FINANCIAL COVENANTS) shall, unless expressly otherwise provided herein, be made in conformity with GAAP, except for the use of purchase accounting principles (as set forth in Statements 16 (Prior Period Adjustments) and 17 (Accounting for Leases) of the U.S. Financial Account Standards Board and the U.S. Statements of Financial Accounting Standards 142 (regarding the elimination of goodwill amortization) and 143 (regarding accounting for asset-retirement obligations)) and for the classification as liabilities mandatorily redeemable Stock and other debt-like financial instruments (as set forth in the U.S. Statement of Financial Accounting Standard 150). (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section SECTION 6.1 (FINANCIAL STATEMENTS) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from or any of its Subsidiaries with the Parent’s agreement of the Borrower's Accountants and results in a change in any of the calculations required by Article ARTICLE V (FINANCIAL COVENANTS) or VIII (NEGATIVE COVENANTS) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; providedPROVIDED, howeverHOWEVER, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article ARTICLE V (FINANCIAL COVENANTS) or VIII (NEGATIVE COVENANTS) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinFor purposes of making all financial calculations to determine compliance with ARTICLE V (FINANCIAL COVENANTS), all terms components of an accounting or financial nature used herein such calculations (other than Capital Expenditures and taxes for Fixed Charges) shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (business or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of assets that have been acquired by the Parent or any of its Subsidiaries at “fair value”(including through any Acquisition or Permitted Acquisition) or that have been sold pursuant to any Sale of Business either (i) on or before the Closing Date or (ii) after the first day of the applicable period of determination and prior to the end of such period, in each case as defined thereindetermined in good faith by the Parent on a Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP, except for the use of purchase accounting principles (as set forth in Statements 16 (Prior Period Adjustments) and 17 (Accounting for Leases) of the U.S. Financial Accounting Standards Board and the U.S. Statements of Financial Accounting Standards 142 (regarding the elimination of goodwill amortization) and 143 (regarding accounting for asset-retirement obligations)) and for the classification as liabilities mandatorily redeemable Stock and other debt-like financial instruments (as set forth in the U.S. Statement of Financial Accounting Standard 150). (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted permit- ▇▇▇ by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from or any of its Subsidiaries with the Parentagreement of the Borrower’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinFor purposes of making all financial calculations to determine compliance with Article V (Financial Covenants), all terms components of an accounting or financial nature used herein such calculations (other than Capital Expenditures) shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (business or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of assets that have been acquired by the Parent or any of its Subsidiaries at “fair value”(including through any Permitted Acquisition) or that have been sold pursuant to any Sale of Business either (i) on or before the Closing Date or (ii) after the first day of the applicable period of determination and prior to the end of such period, in each case as defined thereindetermined in good faith by the Parent on a Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parentagreement of the Borrower’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding For purposes of making all financial calculations to determine compliance with any other provision contained hereinfinancial covenant or financial term (including Article V (Financial Covenants) and Section 3.2 (c) (Pro Forma Compliance with Leverage Ratio), all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (business or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent assets that have been acquired by Holdings or any of its Subsidiaries at “fair value”(including through Acquisitions) after the first day of the applicable Measurement Period and prior to the end of such Measurement Period, as defined thereindetermined in good faith by the Borrower on a Pro Forma Basis. (d) All references to Financial Statements, financial reporting and financial information, including, all financial calculations to determine compliance with any financial covenant or financial term (including Article V (Financial Covenants)) and Section 3.2(c) (Pro Forma Compliance with Leverage Ratio) or for any other purpose hereunder shall mean and be a reference to or determined by reference to (i) for any period occurring prior to June 25, 2007, the Financial Statements and financial information of MICT, Holdings and Holdings’ Subsidiaries, (ii) for any period occurring after June 25, 2007, the Financial Statements and other financial information of Holdings and Holdings’ Subsidiaries and (iii) for any period straddling June 25, 2007, the Financial Statements and financial information for MICT and its Subsidiaries for all dates up to June 25, 2007 and the Financial Statements and financial information of Holdings and its Subsidiaries for all dates from and after June 25, 2007; provided further that (A) the Financial Statements of the MIC Group used to make such calculations shall be limited to those Financial Statements including only Holdings and Holdings’ Subsidiaries and (B) to the extent that any such Financial Statements include financial information for any Person other than Holdings or Holdings’ Subsidiaries (each such Person, an “Excluded Entity”), all such financial calculations and Financial Statements shall be adjusted to exclude the financial information of each Excluded Entity.

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

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all GAAP. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any . No change in the accounting principles used in the preparation of the most recent any Financial Statements referred to in Section 6.1 is Statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties Holdings shall be the same after such change as given effect if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in provision of Article V 5 or VIII shall be given effect until Article 8 unless the Borrowers, the Administrative Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all Financial Statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article 5 and Article 8 shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Loan Party or any Subsidiary of its Subsidiaries any Loan Party at “fair value”.” Notwithstanding the foregoing, any lease that would be characterized as defined thereinan operating lease in accordance with GAAP on December 31, 2018 (whether or not such operating lease was in effect on such date) shall continue to be accounted for as an operating lease (and not as a Capital Lease) for purposes of this Agreement regardless of any change in GAAP following such date (or the implementation or effectiveness of any change in GAAP following such date) that would otherwise require such lease to be recharacterized (on a prospective or retroactive basis or otherwise) as a Capital Lease.

Accounting Terms and Principles. (a) a. Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 5) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) b. If any change in the accounting principles used in the preparation of the most recent Financial Statements financial statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Guarantor with the Parentagreement of the Guarantor’s Accountants independent certified public accountants and results in a change in any of the calculations required by Article V Sections 5 or VIII 7 that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Parent Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V Sections 5 or VIII 7 shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) c. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made (i) without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Borrower or any of its Subsidiaries Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that any obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall be accounted for as obligations relating to an operating lease and not as Capital Lease Obligations.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parentagreement of the Borrower’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinFor purposes of making all financial calculations to determine compliance with Article V (Financial Covenants), all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (business or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of assets that have been acquired by the Parent Borrower or any of its Subsidiaries at “fair value”(including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as defined thereindetermined in good faith by the Borrower on a Pro Forma Basis. (d) For purposes of calculating Interest Expense, Cash Interest Expense and Non-Cash Interest Expense, for the Fiscal Quarters ending on or about September 30, 2003, December 31, 2003 and March 31, 2004, Interest Expense, Cash Interest Expense and Non-Cash Interest Expense for the applicable period shall be deemed to equal the Interest Expense, Cash Interest Expense and Non-Cash Interest Expense, as applicable, for such Fiscal Quarter (and each Fiscal Quarter commencing on or after July 1, 2003) multiplied by 4, 2 and 4/3 respectively.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parentagreement of the Borrower’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a 2ND LIEN CREDIT AGREEMENT KNOLOGY, INC. calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinFor purposes of making all financial calculations to determine compliance with Article V (Financial Covenants), all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (business or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of assets that have been acquired by the Parent Borrower or any of its Subsidiaries at “fair value”(including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as defined thereindetermined in good faith by the Borrower on a pro forma basis.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any . No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII Credit Party shall be given effect until for purposes of measuring compliance with any provision of Article V or Article VI unless the Borrower, Agent and the Required Lenders agree to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article V and Article VI shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent: (a) For purposes of determining pro forma compliance with any financial covenant as defined thereinof any date prior to the first date on which such financial covenant is to be tested hereunder, the level of any such financial covenant shall be deemed to be the covenant level for such first test date and (b) if the availability of Indebtedness under this Agreement, or other incurrence of Indebtedness in compliance with this Agreement, is subject to a maximum leverage ratio, then, solely for the purposes of determining such availability or compliance, the cash proceeds of such Indebtedness, shall not be included in the calculation, if applicable, of cash or cash equivalents included in the determination of such leverage ratio.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to and computations thereunder (including under Section 10 and any definitions used in such calculations) shall be made pursuant hereto shallmade, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules. Unless otherwise expressly provided, regulations, pronouncements all financial covenants and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties defined financial terms shall be computed on a consolidated basis for the same after such change as if such change had not been made; providedBorrower and its Subsidiaries, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended each case without duplication. Notwithstanding anything to reflect such changes in GAAP. (c) Notwithstanding any other provision the contrary contained herein, (i) all terms of an accounting or financial nature used statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any election under the Statement of Financial Account Accounting Standards No. 159 (or any other Financial Accounting Standard having similar accounting principle) permitting a similar result or effect) Person to value its financial liabilities or Indebtedness at the fair value thereof and (ii) the financial statements delivered hereunder shall be prepared without giving effect to the implementation of Accounting Standards Codification 606: Revenue from Contracts with Customers. If the Borrower requests an amendment to any Indebtedness provision hereof to eliminate the effect of (a) any change in GAAP or other liabilities the application thereof or (b) the issuance of any new accounting rule or guidance or in the application thereof, in each case, occurring after the date of this Agreement, then the Lenders and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such change or issuance with the intent of having the respective positions of the Parent Lenders and Borrower after such change or issuance conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be calculated as if no such change or issuance has occurred and (ii) the Borrower shall provide to the Lenders a written reconciliation in form and substance reasonably satisfactory to the Lenders, between calculations of its Subsidiaries at “fair value”, as defined thereinany baskets and other requirements hereunder before and after giving effect to such change or issuance.

Accounting Terms and Principles. (a) Except as set forth belowAll accounting terms used herein shall be interpreted, all accounting terms not specifically defined herein determinations hereunder shall be construed in conformity with GAAP made, and all accounting determinations financial statements required to be made delivered hereunder shall be prepared in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent accountants or, in the case of the financial statements required to be delivered pursuant hereto shallto Section 8.01(f)(i), unless expressly otherwise provided herein, as determined by the Borrower to be made required in conformity accordance with GAAP) with the December 31, 2023 audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries. (b) Notwithstanding anything to the contrary contained herein or in the other Loan Documents, for purposes of calculating Consolidated EBITDA, Consolidated Net Tangible Assets, Net Leverage Ratio or any other financial ratio or test, if the sales revenue generated by any Person, business unit or assets acquired, divested or liquidated, by the Borrower or any Subsidiary during such period in the 12 months prior to such acquisition, divestiture or liquidation was $25,000,000 or more, then all financial information of such person, business unit or assets shall be included (or, in the case of a divestiture or liquidation, excluded), on a pro forma basis for such period (assuming the consummation of each such acquisition and the incurrence or assumption of any Debt in connection therewith (or the consummation of such divestiture or liquidation) as if such transaction had occurred on the first day of such period) in accordance with Article 11 of Regulation S-X of the Securities and Exchange Commission. (c) If at any time any change in GAAP would affect the accounting principles used computation of any financial ratio or requirement set forth in this Agreement, and either the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board Borrower or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurredMajority Banks shall so request, the parties hereto agree to enter into Administrative Agent, the Banks and the Borrower shall negotiate in good faith negotiations in order to amend such provisions so as ratio or requirement to equitably reflect preserve the original intent thereof in light of such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect (subject to the approval of the Majority Banks); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Borrower shall provide to the Administrative Agent and each Bank financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a calculation that measures compliance with any covenant contained in Article V reconciliation between calculations of such ratio or VIII shall be given requirement made before and after giving effect until to such provisions are amended to reflect such changes change in GAAP. (cd) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Statement of Financial Account Accounting Standards 159 Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Parent Borrower or any of its Subsidiaries 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 full stated principal amount thereof. (e) Notwithstanding anything to the contrary contained in Section 1.02(a), whether a lease shall be treated as operating lease and not a capital lease or finance lease will be determined in accordance with the principles set forth in the definition of Capital Lease. (f) Notwithstanding anything to the contrary contained herein or any declassification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the disposition thereof has been entered into as discontinued operations, no pro forma effect shall be given to any discontinued operations (and the Consolidated EBITDA attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated.

Accounting Terms and Principles. (a) Except as set forth below, all (i) All accounting terms not specifically defined herein shall be construed in conformity accordance with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. GAAP as in effect from time to time and (ii) for the purpose of measuring compliance with Article V (Financial Covenants), all accounting terms and determinations shall, unless expressly otherwise provided herein (including in clause (b) If any change below), be made in accordance with GAAP as in effect from time to time. Notwithstanding the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rulesforegoing, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties all financial statements delivered hereunder shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construedprepared, and all computations of amounts financial ratios and ratios referred to other financial calculations contained herein or required hereby shall be madecalculated, (i) without giving effect to any election under the Financial Accounting Standards Board Accounting Standards Codification ▇▇▇-▇▇-▇▇ previously referred to as Statement of Financial Account Accounting Standards 159 No. 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary of the Parent or any of its Subsidiaries at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. (b) Notwithstanding clause (a)(ii) of this Section 1.3 (Accounting Terms and Principles), if the Parent or any of its Subsidiaries shall make any change to its accounting treatment and reporting practices or tax reporting treatment permitted by Section 8.12 (Accounting Changes; Fiscal Year) and such change would result (but for clause (a)(ii) of this Section 1.3 (Accounting Terms and Principles)) in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) or in the calculation of the Borrowing Base, in each case, that would not have resulted had such change not occurred, the Parent (or the Requisite Lenders) may request that such provisions, including clause (a)(ii) of

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial calculations) required to be made submitted pursuant hereto shall, unless expressly otherwise provided herein, to this Agreement shall be made prepared in conformity with GAAP. (b) If any with, Applicable Accounting Standards, applied in a consistent manner. No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted adopted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (Parent or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII its Subsidiaries shall be given effect until for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify such provisions are amended to reflect such changes in GAAP. (c) Applicable Accounting Standards and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in Applicable Accounting Standards; provided that the Credit Parties may change their accounting method 40 21029590V.1 in accordance with Section 9.13. Notwithstanding any other provision contained herein, at all times when the Applicable Accounting Standard is GAAP, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article IX shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”. A breach of a Financial Performance Covenant shall be deemed to have occurred as of any date of determination by Administrative Agent or Required Lenders as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as defined thereinof the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under Applicable Accounting Standards as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, such Applicable Accounting Standards after the Closing Date.

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP with, and all accounting determinations financial data (including financial ratios and other financial calculations) required to be made submitted pursuant hereto shall, unless expressly otherwise provided herein, to this Agreement shall be made prepared in conformity with with, GAAP. (b) If any , applied in a consistent manner. No change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is any financial statement hereafter required or permitted adopted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (Parent or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII its Subsidiaries shall be given effect until for purposes of measuring compliance with any provision of Article IX, including Section 9.14, or otherwise in this Agreement unless Parent, Administrative Agent and Required Lenders agree in writing to modify such provisions are amended to reflect such changes in GAAP and, unless such provisions are modified, all financial statements and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. (c) . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Article IX shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Credit Party or any Subsidiary of its Subsidiaries any Credit Party at “fair value”. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as defined thereinof the Closing Date or entered into after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance sheet of such Person under GAAP as in effect on the Closing Date shall not be treated as a Capitalized Lease Obligation solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, GAAP after the Closing Date.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants Borrowers and results in a change in any of the calculations required by to determine ongoing compliance with Article V (Financial Covenants) or Article VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrowers shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or Article VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinFor purposes of making all financial calculations to determine compliance with Article V (Financial Covenants) or Article VIII (Negative Covenants), all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 business or assets that have been acquired by the Loan Party (or any other Financial Accounting Standard having a similar result or effectincluding through Permitted Acquisitions) to value any Indebtedness or other liabilities after the first day of the Parent or any applicable period of its Subsidiaries at “fair value”determination and prior to the end of such period, as defined thereindetermined in good faith by the Borrowers on a Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from with the agreement of the Parent’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or VIII Credit Agreement FA Sub 3 Limited (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding For purposes of making any other provision contained hereinof the financial covenant calculations required by this Agreement to be made by the Borrower, all terms components of an accounting such calculations for any fiscal period or financial nature used herein portion thereof occurring prior to the Closing Date shall be construedcalculated by reference to the financial performance of the Acquired Business. (d) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenants), and all computations components of amounts and ratios referred to herein such calculations shall be madeadjusted to include or exclude, as the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (business or assets that have been acquired by any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities Group Member after the first day of the Parent or any applicable period of its Subsidiaries at “fair value”determination and prior to the end of such period, as defined thereindetermined in good faith by the Parent on a Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V Credit Agreement Macquarie Infrastructure Company Inc. (Financial Covenants) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parentagreement of the Borrower’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding For purposes of making all financial calculations to determine compliance with any other provision contained hereinfinancial covenant or financial term (including Article V (Financial Covenants) and Section 3.2(c) (Conditions Precedent to Each Loan and Letter of Credit)), all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, and all computations of amounts and ratios referred to herein shall be madeas the case may be, without giving effect duplication, such components of such calculations attributable to any election under Statement of Financial Account Standards 159 (business or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of assets that have been acquired by the Parent Borrower or any of its Subsidiaries at “fair value”(including through Acquisitions) after the first day of the applicable Measurement Period and prior to the end of such Measurement Period, as defined thereindetermined in good faith by the Borrower on a Pro Forma Basis. (d) For purposes of making all financial calculations to determine compliance with any financial covenant or financial term (including Article V (Financial Covenants) and Section 3.2(c) (Conditions Precedent to Each Loan and Letter of Credit)) or for any other purpose hereunder, (i) the Financial Statements of MICT used to make such calculations shall be limited to those Financial Statements including only MICT, Holdings and Holdings’ Subsidiaries and (ii) to the extent that any such Financial Statements include financial information for any Person other than MICT, Holdings or Holdings’ Subsidiaries (each such Person, an “Excluded Entity”), all such financial calculations and Financial Statements shall be adjusted to exclude the financial information of each Excluded Entity.

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to and computations thereunder (including under Section 10 and any definitions used in such calculations) shall be made pursuant hereto shallmade, unless in accordance with GAAP. Unless otherwise expressly otherwise provided hereinprovided, all financial covenants and defined financial terms shall be made computed on a consolidated basis for the Borrower and its Subsidiaries, in conformity with each case without duplication. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Loan Parties and their Subsidiaries characterized as an operating lease under GAAP at the time such lease was entered into (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capitalized Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (b) If at any time any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board GAAP or the American Institute application thereof would affect the computation of Certified Public Accountants (any financial term, covenant, ratio or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change requirement set forth in any of Loan Document, and either the calculations required by Article V Borrower or VIII had such accounting change not occurredthe Administrative Agent shall so request, the parties hereto agree to enter into Administrative Agent and the Borrower shall negotiate in good faith negotiations in order to amend such provisions so as term, covenant, ratio or requirement to equitably reflect preserve the original intent thereof set forth in the applicable Loan Document in light of such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect or application thereof; provided that, until so amended, (i) such term, covenant, ratio or requirement shall continue to be computed in accordance with GAAP as in effect prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements, Compliance Certificates and other documents required under this Agreement or as reasonably requested hereunder setting forth a calculation that measures compliance with any covenant contained in Article V reconciliation between calculations of such term, covenant, ratio or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, requirement made before and all computations of amounts and ratios referred to herein shall be made, without after giving effect to any election under Statement of Financial Account Standards 159 (such change in GAAP or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”, as defined thereinapplication thereof.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 6.01 shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements financial statements referred to in Section 6.1 6.02(a) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by Livent with the Parent without objection from agreement of the ParentLivent’s Accountants and results in a change in any of the calculations required by Article V (Representations and Warranties or VIII Section 6.01 had such accounting change not occurred, for purposes of the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with calculation of such covenants by and the Loan Parties definitions related thereto, such calculation shall be the same after such change made using GAAP as if such change had not been made; providedused by each Borrower in its December 31, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP2021 financial statements. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, construed and all computations of amounts and ratios referred to herein in Article VI (Covenants of the Company) shall be made, without giving effect to any election under Statement of Financial Account Accounting Standards 159 Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent any Borrower or any of its respective Restricted Subsidiaries at “fair value”. (d) Notwithstanding anything to the contrary contained in this Section 1.03 or in the definitions of “Capital Lease Obligations” or “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capital Leases in conformity with GAAP on the date hereof shall be considered Capital Leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as defined thereinapplicable, in accordance therewith (provided, that together with all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrowers shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Accounting Terms and Principles. (a) Except as set forth belowUnless otherwise specified, all accounting terms not specifically defined herein used in each Loan Document shall be construed in conformity with GAAP interpreted, and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with GAAP. and computations thereunder (b) If including under Section 10 and any change in the accounting principles definitions used in the preparation of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors theretosuch calculations) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any of the calculations required by Article V or VIII had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, in accordance with GAAP. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Holdings and its Subsidiaries, in each case without duplication. If the Borrower requests an amendment to any provision hereof to eliminate the effect of (a) any change in GAAP or the application thereof or (b) the issuance of any new accounting rule or guidance or in the application thereof, in each case, occurring after the date of this Agreement, then the Lenders and Borrower agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such change or issuance with the intent of having the respective positions of the Lenders and Borrower after such change or issuance conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be calculated as if no such change or issuance has occurred and (ii) the Borrower shall provide to the Lenders a written reconciliation in form and substance reasonably satisfactory to the Lenders, between calculations of any baskets and other requirements hereunder before and after giving effect to such change or issuance. Notwithstanding anything to the contrary in this Agreement, all obligations of any election under Statement Person that would have been treated as operating leases pursuant to GAAP prior to the effectiveness of Financial Account Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) Codification 842 shall continue to value any Indebtedness or other liabilities be treated as operating leases for the purposes of the Parent Loan Documents. For the avoidance of doubt, and without limitation of the foregoing, Permitted Convertible Debt shall at all times be valued at the outstanding principal amount thereof and shall not include any reduction or any appreciation in value of its Subsidiaries at “fair value”, as defined thereinthe shares deliverable upon conversion thereof.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from Borrower with the Parentagreement of the Group Member’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenant) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result such that the criteria for evaluating AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION compliance with such covenants by the Loan Parties Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP, including proposed or actual changes in GAAP with respect to the treatment of operating leases and capital leases, that would affect a calculation or treatment that measures compliance with any covenant contained in Article V (Financial Covenant) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP. (c) Notwithstanding any other provision contained hereinFor purposes of making all financial calculations hereunder, including to determine compliance with Article V (Financial Covenant), all terms components of an accounting or financial nature used herein such calculations shall be construedadjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Group Members (including through Acquisitions) (i) on or after the first day of the applicable period of determination and all computations on or prior to the end of amounts such period or (ii) subsequent to the applicable period of determination and ratios referred to herein prior to, or simultaneously with, the event for which the calculation of any such financial calculation shall be made, without giving effect to any election under Statement of Financial Account Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any of its Subsidiaries at “fair value”calculated, as defined thereindetermined in good faith by the Borrower on a Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth belowotherwise expressly provided, all accounting terms not specifically defined herein shall terms, principles and calculations applicable to the Credit Facility will be construed interpreted, applied and calculated, as the case may be, in conformity with GAAP and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any If: (i) there occurs a material change in GAAP; or (ii) the Borrower or any of the Material Subsidiaries adopts a material change in an accounting principles policy in order to more appropriately present events or transactions in its financial statements; and the above change would require disclosure under GAAP in the consolidated financial statements of the Borrower and would cause an amount required to be determined for the purposes of the financial covenant under Section 14.5 or any other financial term used in this Agreement (a “Financial Covenant/Term”) to be materially different than the amount that would be determined without giving effect to such change, the Borrower shall notify the Agent of such change (an “Accounting Change”). Such notice (an “Accounting Change Notice ”) shall describe the nature of the Accounting Change, its effect on the current and immediately prior year's financial statements in accordance with GAAP and state whether the Borrower desires to revise the method of calculating such Financial Covenant/Term (including the revision of any of the defined terms used in the preparation determination of such Financial Covenant/Term) in order that amounts determined after giving effect to such Accounting Change and the revised method of calculating such Financial Covenant/Term will approximate the amount that would be determined without giving effect to such Accounting Change and without giving effect to the revised method of calculating such Financial Covenant/Term. The Accounting Change Notice shall be delivered to the Agent within 45 days of the most recent Financial Statements referred to in Section 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions end of the Financial fiscal quarter in which the Accounting Standards Board Change is implemented or, if such Accounting Change is implemented in the fourth fiscal quarter or the American Institute in respect of Certified Public Accountants (or any successors thereto) and such change is adopted by the Parent without objection from the Parent’s Accountants and results in a change in any an entire fiscal year, within 90 days of the calculations required by Article V or VIII had end of such accounting change not occurred, the parties hereto agree to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Loan Parties shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V or VIII shall be given effect until such provisions are amended to reflect such changes in GAAPperiod. (c) Notwithstanding any other provision contained hereinIf, pursuant to the Accounting Change Notice, the Borrower does not indicate that it desires to revise the method of calculating one or more of the Financial Covenant/Terms, the Majority Lenders may within 30 days of receipt of the Accounting Change Notice, notify the Borrower that they wish to revise the method of calculating one or more of the Financial Covenant/Terms in the manner described above. (d) If either the Borrower or the Majority Lenders so indicate that they wish to revise the method of calculating one or more of the Financial Covenant/Terms, the Borrower and the Majority Lenders shall in good faith attempt to agree on a revised method of calculating the Financial Covenant/Terms. If, however, within 30 days of the foregoing notice by the Borrower or the Majority Lenders of their desire to revise the method of calculating one or more of the Financial Covenant/Terms, the Borrower and the Majority Lenders have not reached agreement in writing on such revised method of calculation, such method of calculation shall not be revised and all terms amounts to be determined thereunder shall be determined without giving effect to the Accounting Change. For greater certainty, if no notice of a desire to revise the method of calculating the Financial Covenant/Terms in respect of an accounting Accounting Change is given by either the Borrower or financial nature used herein the Majority Lenders within the applicable time period described above, the method of calculating the Financial Covenant/Terms shall not be revised in response to such Accounting Change and all amounts to be determined pursuant to the Financial Covenant/Terms shall be construed, and all computations determined after giving effect to such Accounting Change. (e) If a Compliance Certificate is delivered in respect of amounts and ratios referred to herein shall be made, a fiscal quarter or fiscal year in which an Accounting Change is implemented without giving effect to any election under Statement revised method of Financial Account Standards 159 (or calculating any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent Financial Covenant/Terms, and subsequently, as provided above, the method of calculating one or more of the Financial Covenant/Terms is revised in response to such Accounting Change, or the amounts to be determined pursuant to any of its Subsidiaries at “fair value”the Financial Covenant/Terms are to be determined without giving effect to such Accounting Change, the Borrower shall deliver a revised Compliance Certificate. Any Default or Event of Default which arises as defined thereina result of the Accounting Change and which is cured by this Section 1.14 shall be deemed to have never occurred.