Common use of Accounting Terms and Determinations Clause in Contracts

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

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

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Agent and the Lenders hereunder shall be prepared, in accordance with GAAP on a “consistent basis” with those used in the preparation of the financial statements referred to in Section 9.2. All calculations made for the purposes of determining compliance with the provisions of this Agreement shall be construed made by application of GAAP on a “consistent basis” with those used in accordance with GAAP, the preparation of the financial statements referred to in Section 9.2. Accounting principles are applied on a basis “consistent basis” when the accounting principles applied in a current period are comparable in all material respects to those accounting principles applied in a preceding period. Changes in the application of accounting principles which do not have a material impact on calculating the financial covenant herein shall be deemed comparable in all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by the Borrower with its obligations under this Agreement, the Financial Statements delivered Borrower will not, nor will it permit any of its Subsidiaries to, change the manner in which either the last day of its Fiscal Year or the last day of each of the first three Fiscal Quarters of its Fiscal Year is determined without the prior written consent of the Required Lenders. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement, and either the Borrower or the Required Lenders shall so request, the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the Agent on or before approval of the Closing DateRequired Lenders); provided that, notwithstanding anything until so amended, such ratio or requirement shall continue to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect computed in accordance with GAAP prior to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined such change therein. All accounting determinations Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the covenants computation of any financial covenant) contained herein herein, Indebtedness of the Loan Parties and their Subsidiaries shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required deemed to be delivered hereunder from and after carried at 100% of the Closing Dateoutstanding principal amount thereof, and all the effects of FASB ASC 825 on financial records, liabilities shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersdisregarded.

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

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

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be delivered hereunder shall be prepared, in accordance with GAAP. In the event the Parent changes its accounting methods because of changes in GAAP, applied on a basis consistent or any change in all material respects with GAAP occurs which increases or diminishes the Financial Statements delivered protection and coverage afforded to the Lenders under current GAAP accounting methods, the Company or the Administrative Agent, as the case may be, may request of the other parties to this Agreement an amendment of the financial covenants contained in Section 9 of this Agreement to reflect such changes in GAAP and to provide the Lenders with protection and coverage equivalent to that existing prior to such changes in accounting methods or GAAP, and each of the Company, the Administrative Agent on or before and the Closing DateLenders agree to consider such request in good faith; provided thatthat until any such amendment is effective, notwithstanding the relevant change in GAAP or accounting methods shall not be given effect for purposes of calculating the financial covenants contained in this Agreement. In the event of such change in GAAP, the compliance certificates delivered pursuant to Section 9.01 after such change occurs shall be accompanied by reconciliations of the difference between the calculation set forth therein and a calculation made in accordance with GAAP as in effect from time to time after such change occurs. Notwithstanding anything to the contrary herein, all accounting or financial terms used herein will shall be construed, and all financial computations pursuant hereto will shall be made, without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159) (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of the Borrowers any Borrower or any Subsidiary at “fair value,” ”, as defined therein. All In the event of a change in GAAP with respect to accounting determinations for purposes of determining compliance with leases, the financial covenants contained herein shall be made in accordance calculated on a basis consistent with GAAP as in effect on prior to such change. To enable the Closing Date and applied on a basis consistent in all material respects ready determination of compliance with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained covenants set forth in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders)Section 9 hereof, the Borrowers, the Agent and the Lenders Company will enter into good faith negotiations not change from December 31 in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on each year the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until on which its fiscal year ends, nor from March 31, June 30 and September 30 the effective date of such amendment. “Accounting Change” means (i) any change dates on which the first three fiscal quarters in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowerseach fiscal year end.

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

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

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

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary hereininterpreted, all accounting or financial terms used herein will determinations hereunder shall be construedmade, and all financial computations pursuant hereto will statements required to be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein delivered hereunder shall be made prepared, in accordance with GAAP as in effect on the Closing Date and from time to time, applied on a basis consistent in all material respects with the most recent audited Financial Statements consolidated financial statements delivered to the Banks except (a) that, notwithstanding GAAP and FASB ASC 842, Borrower’s and Parent’s accounting treatment of capital leases and operating leases for covenant compliance purposes hereunder shall be consistent with Borrower’s accounting treatment thereof as was in effect on December 15, 2018 and (b) for changes in which Borrower’s and/or Parent’s independent certified public accountants concur and which are disclosed to Administrative Agent on or before the Closing Date. The Financial Statements next date on which financial statements are required to be delivered hereunder from to Banks pursuant to Section 8.1(a) and after Section 8.1(b); provided that, unless Borrower and Majority Banks shall otherwise agree in writing, no such change shall modify or affect the Closing Datemanner in which compliance with the covenants contained in Article IX or Article X are computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). Notwithstanding anything herein to the contrary, for the purposes of calculating any of the ratios tested under Section 10.1, and the components of each of such ratios, all financial recordsUnrestricted Subsidiaries, and their Subsidiaries (including their assets, liabilities, income, losses, cash flows, and the elements thereof) shall be maintained in accordance with GAAP. In the event that excluded, except for any Accounting Change (as defined below) occurs and cash dividends or distributions actually paid by any Unrestricted Subsidiary or any of its Subsidiaries to Borrower or any Restricted Subsidiary, which shall be deemed to be income to Borrower or such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required Restricted Subsidiary when actually received by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersit.

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

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all terms of an accounting terms character used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent (except for changes concurred in all material respects by the Borrower’s independent public accountants or otherwise required by a change in GAAP) with the Audited Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary Statements. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, made without giving effect to (i) any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825Section 000-10 00-00 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers Borrower or any Subsidiary of its Subsidiaries at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Codification Subtopic 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. In addition, operating leases shall not be treated as Capital Leases hereunder (other than for purposes of provisions relating to the preparation or delivery of financial statements) notwithstanding any changes in GAAP to the contrary subsequent to the Closing Date. If the Borrower notifies the Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP by the Borrowerswithout giving effect to such change until such notice shall have been withdrawn or such provision amended in accordance herewith.

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

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

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

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

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

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All financial statements delivered to the Lenders hereunder shall be accompanied by a statement from the Borrower that GAAP has not changed since the most recent financial statements delivered by the Borrower to the Lenders or if GAAP has changed describing such changes in detail and explaining how such changes affect the financial statements. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be construed in accordance with GAAP, made by application of GAAP applied on a basis consistent in all material respects with the Financial Statements most recent annual or quarterly financial statements delivered pursuant to Section 6.01 (or, prior to the Agent on or before delivery of the Closing Date; provided thatfirst financial statements pursuant to Section 6.01, notwithstanding anything to consistent with the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, statements described in Section 5.05(a) (but without giving effect to any election under Statement deviations from GAAP disclosed therein)); provided, however, that (i) if (A) the Borrower shall object to determining such compliance on such basis at the time of Financial Accounting Standards Board Accounting Standards Codification 825-10 delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (B) either the Administrative Agent or the Required Lenders shall so object in writing within 60 days after delivery of such financial statements (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities after the Lenders have been informed of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein change in GAAP affecting such financial statements, if later), then such calculations shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements most recent financial statements delivered by the Borrower to the Lenders as to which no such objection shall have been made, and the Borrower shall provide to the Administrative Agent on and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations made before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and giving effect to such change in GAAP and (ii) if any change in GAAP or the rules promulgated with respect thereto from those used in the preparation of the most recent annual or quarterly financial statements delivered pursuant to Section 6.01 (or, prior to the delivery of the first financial statements pursuant to Section 6.01, the financial statements described in Section 5.05(a) (but without giving effect to any deviations from GAAP disclosed therein) results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request any of the Borrower Agent financial calculations required by Section 7.17 or otherwise specified in Article VII (acting upon the request of the Borrowersincluding in each case all related definitions specified in Section 1.01) or the Agent (acting upon the request of the Required Lenders)that would not have resulted had such accounting change not occurred, the Borrowers, the Agent and the Lenders will parties hereto agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as equitably to equitably reflect such Accounting Change with the desired result change such that the criteria for evaluating the Borrowers’ financial condition will evaluation compliance with such covenants shall be the same after such Accounting Change changes as if such Accounting Change change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersbeen made.

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

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

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

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

Accounting Terms and Determinations. Unless Except as otherwise defined or specified ----------------------------------- expressly provided herein, all accounting terms used in this Agreement herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, on a "consistent basis" with those used in the preparation of the financial statements referred to in Section 9.2. All calculations made for the purposes of determining ----------- compliance with the provisions of this Agreement shall be made by application of GAAP, on a "consistent basis" with those used in the preparation of the financial statements referred to in Section 9.2. Accounting principles are ----------- applied on a basis "consistent basis" when the accounting principles applied in a current period are comparable in all material respects with to those accounting principles applied in a preceding period. Changes in the Financial Statements delivered to application of accounting principles which do not have a material impact on calculating the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent deemed comparable in all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by the Borrower with its obligations under this Agreement, the audited Financial Statements delivered to Borrower will not change the Agent on manner in which either the last day of its Fiscal Year or before the Closing Date. The Financial Statements required to be delivered hereunder from and after last days of the Closing Date, and all financial records, shall be maintained in accordance with GAAPfirst three Fiscal Quarters of its Fiscal Years is calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by the Borrower's certified public accountants or requested by the Borrower (or that any Accounting Change (as defined belowthe Borrower otherwise requests and the Administrative Agent and Required Lenders agree to accept, such agreement not unreasonably to be denied) occurs and implemented by the Borrower occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders)Borrower, the Borrowers, the Administrative Agent and the Required Lenders will agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change changes with the desired result that the criteria for evaluating the Borrowers’ financial condition will such covenants shall be the same after such Accounting Change changes as if such Accounting Change changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Administrative Agent, the Borrower and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such changes had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

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

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

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

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

Accounting Terms and Determinations. Unless Except as otherwise defined or specified ----------------------------------- expressly provided herein, all accounting terms used in this Agreement herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to Administrative Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, on a "consistent basis" with those used in the preparation of the financial statements referred to in Section 9.2. All calculations made for the purposes of determining ----------- compliance with the provisions of this Agreement shall be made by application of GAAP, on a "consistent basis" with those used in the preparation of the financial statements referred to in Section 9.2. Accounting principles are ----------- applied on a basis "consistent basis" when the accounting principles applied in a current period are comparable in all material respects with to those accounting principles applied in a preceding period. Changes in the Financial Statements delivered to application of accounting principles which do not have a material impact on calculating the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent deemed comparable in all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by Borrower with its obligations under this Agreement, Borrower will not, nor will it permit any other Loan Party to, change the audited Financial Statements delivered to manner in which either the Agent on last day of its Fiscal Year or before the Closing Date. The Financial Statements required to be delivered hereunder from and after last days of the Closing Date, and all financial records, shall be maintained in accordance with GAAPfirst three Fiscal Quarters of its Fiscal Years is calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by Borrower's or any other Loan Party's certified public accountants or requested by Borrower (or that Borrower otherwise requests and Administrative Agent and the Required Lenders agree to accept, such agreement not unreasonably to be denied) and implemented by Borrower or any Accounting Change (as defined below) occurs other Loan Party occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of Borrower, Administrative Agent, and the Required Lenders), the Borrowers, the Agent and the Lenders will agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change changes with the desired result that the criteria for evaluating the Borrowers’ financial condition will such covenants shall be the same after such Accounting Change changes as if such Accounting Change changes had not been made. Until such time as such an amendment shall have been executed and delivered by Borrower, Administrative Agent, and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such changes had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

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

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

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

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

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

Accounting Terms and Determinations. Unless Except as otherwise defined or specified hereinprovided in this Agreement, all accounting terms used in this Agreement shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered computations and determinations as to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all matters (including financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effectcovenants) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and consistently applied on a basis consistent in for all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Dateapplicable periods, and all accounting or financial records, terms shall be maintained in accordance with have the meanings ascribed to such terms by GAAP. In the event that If at any Accounting Change (as defined below) occurs and such change results in a time any change in GAAP would affect the method computation of calculation of any financial covenants, standards ratio or terms requirement set forth in this Agreement, then upon and the written request Company notifies the holders of the Borrower Agent Notes that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (acting upon or if the Required Holders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement, and the Company or Required Holders shall so request, the Company and the holders of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into Notes shall negotiate in good faith negotiations in order to amend such provisions ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Required Holders, not to be unreasonably withheld). * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement so as and return it to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of Guarantor, whereupon this Agreement in effect on shall become a binding agreement between you, the Company and the Guarantor. Very truly yours, U.N. Holdings II, Inc. By /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President United America Indemnity, Ltd. By /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer The foregoing is hereby agreed to as of the date of such Accounting Change will be calculated thereof. XXXXXXX & CO., AS NOMINEE FOR COMERICA BANK & TRUST, NATIONAL ASSOCIATION, TRUSTEE TO THE TRUST CREATED BY THE TRUST AGREEMENT DATED OCTOBER 1, 2002 By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney in Fact & Agent (Scottish-1YR) XXXXXXX & CO., AS NOMINEE FOR COMERICA BANK & TRUST, NATIONAL ASSOCIATION, TRUSTEE TO THE TRUST CREATED BY THE TRUST AGREEMENT DATED OCTOBER 1, 2002 By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney in Fact & Agent (Scottish-5YR) XXXXXXX & CO., AS NOMINEE FOR COMERICA BANK & TRUST, NATIONAL ASSOCIATION, TRUSTEE TO THE TRUST CREATED BY THE TRUST AGREEMENT DATED OCTOBER 1, 2002 By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney in Fact & Agent (Scottish-Lincoln) 6 THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Its Authorized Representative NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE OF NEW YORK By: Midland Advisors Company as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means its Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Midland Advisors Company as its Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE OF NEW YORK By: Midland Advisors Company as its Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director MELLON BANK, N.A., solely in its capacity as Custodian for Aviva Life-Principal Global Priv EIA Fixed Income (i) any change in accounting principles required as directed by the promulgation of any rulePrincipal Global Investors, regulationLLC), pronouncement or opinion and not in its individual capacity (MAC & CO) – Nominee Name By: /s/ Xxxxxxxxxx X. Hist Name: Xxxxxxxxxx X. Hist Title: Authorized Signatory MELLON BANK, N.A., solely in its capacity as Custodian for Aviva Life-Principal Glob Priv General Account Universal Life (as directed by the Financial Accounting Standards Board Principal Global Investors, LLC), and not in its individual capacity (MAC & CO) – Nominee Name By: /s/ Xxxxxxxxxx X. Hist Name: Xxxxxxxxxx X. Hist Title: Authorized Signatory MELLON BANK, N.A., solely in its capacity as Custodian for Aviva Life-Principal Glob Priv EG Convertible Securities (as directed by the Principal Global Investors, LLC), and not in its individual capacity (MAC & CO) – Nominee Name By: /s/ Xxxxxxxxxx X. Hist Name: Xxxxxxxxxx X. Hist Title: Authorized Signatory RGA REINSURANCE COMPANY By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By: /s/ Xxxxx X. Field Name: Xxxxx X. Field Title: Counsel By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Counsel The Bank of New York, as trustee for the American Institute Scottish Re (U.S.), Inc. and Security Life of Certified Public Accountants Denver Insurance Company Security Trust by agreement dated December 31, 2004 By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By: /s/ Xxxxx X. Field Name: Xxxxx X. Field Title: Counsel By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Counsel PRINCIPAL LIFE INSURANCE COMPANY By: Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory By: /s/ Xxxxx X. Field Name: Xxxxx X. Field Title: Counsel By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Counsel Defined Terms As used herein, the following terms have the respective meanings set forth below or (ii) any change set forth in the application of GAAP by the Borrowers.Section hereof following such term:

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

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

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP, applied on a basis consistent generally accepted accounting principles in the United States (provided that all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159) (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers Borrower or any Subsidiary at “fair value,” ”, as defined therein and (ii) without giving effect to any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein. All accounting determinations for purposes of determining compliance with , and such Debt shall at all times be valued at the covenants contained herein shall be made in accordance with GAAP full stated principal amount thereof), as in effect on the Closing Date and from time to time, applied on a basis consistent (except for changes concurred in all material respects by the Borrower’s independent public accountants) with the then most recent audited Financial Statements consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change in generally accepted accounting principles or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in generally accepted accounting principles or in the application thereof, then such provision shall be interpreted on the basis of generally accepted accounting principles as in effect and applied immediately before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Daterelevant change in generally accepted accounting principles became effective, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and until either such change results notice is withdrawn or such provision is amended in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of manner satisfactory to the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of and the Required Lenders). Notwithstanding anything herein to the contrary, and without limiting the Borrowersforegoing, when the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Borrower adopts Financial Accounting Standards Board Accounting Standards Update 2016-02, Leases, which will require lessees to recognize lease assets and lease liabilities on the balance sheet for all leases, the Borrower and the Lenders hereby agree to negotiate in good faith a reasonably satisfactory amendment to Section 5.7 in order to adjust the Leverage Ratio limit to a level that takes the effect of the American Institute of Certified Public Accountants or (ii) any such change in the application of GAAP by the Borrowersinto proper account.

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

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

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

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

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

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Agent and the Banks hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with those used in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities preparation of the Borrowers or any Subsidiary at “fair value,” as defined thereinfinancial statements referred to in Section 10.2. All accounting determinations calculations made for the purposes of determining compliance with the covenants contained herein provisions of this Agreement shall be made in accordance with GAAP as in effect on the Closing Date and applied by application of GAAP, on a basis consistent with those used in all material respects the preparation of the financial statements referred to in Section 10.2. To enable the ready and consistent determination of compliance by Holding and with its obligations under this Agreement, Holding will not change the audited Financial Statements delivered to manner in which either the Agent on last day of its Fiscal Year or before the Closing Date. The Financial Statements required to be delivered hereunder from and after last days of the Closing Date, and all financial records, shall be maintained in accordance with GAAPfirst three Fiscal Quarters of its Fiscal Years is calculated. In the event that any Accounting Change (as defined below) occurs changes in accounting principles required by GAAP or recommended by Holding's certified public accountants and implemented by Holding occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in under this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the BorrowersHolding, the Agent and the Lenders will Banks agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change changes with the desired result that the criteria for evaluating the Borrowers’ financial condition will such covenants, standards or terms shall be the same after such Accounting Change changes as if such Accounting Change changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Agent, Holding and the Banks, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such changes had not occurred; provided that provisions of . Notwithstanding any other term contained in this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any ruleAgreement, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in should the application of GAAP by purchase or other accounting principles permit Holding, in accordance with GAAP, to characterize certain expenditures incurred in connection with the BorrowersSouthland Acquisition as capital items rather than expense, then such expenditures shall be treated as expense in the period such expenditures were incurred or paid for all purposes under this Agreement unless such expenditure was identified and capitalized in the Pro Forma or unless the Required Banks otherwise consent.

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

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

Accounting Terms and Determinations. Unless (a) Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construedinterpreted, and all financial computations pursuant hereto will statements and certificates and reports as to financial matters required to be madedelivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (b) below) be prepared, without giving in accordance with Generally Accepted Accounting Principles provided that, if the Company notifies the Agent that it wishes to amend any covenant in Article V to eliminate the effect to of any election under Statement of Financial change in Generally Accepted Accounting Standards Board Accounting Standards Codification 825-10 Principles (or if the Agent notifies the Company that the Required Lenders wish to amend Article V for such purpose), then the Company's compliance with such covenants shall be determined on the basis of Generally Accepted Accounting Principles in effect immediately before the relevant change in Generally Accepted Accounting Principles became effective until either such notice is withdrawn or such covenant or any other Statement such defined term is amended in a manner satisfactory to the Company and the Required Lenders. Except as otherwise expressly provided herein, all references to a time of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) day shall be references to value Detroit, Michigan time. Notwithstanding anything herein, in any Indebtedness or other liabilities financial statements of the Borrowers Company or any Subsidiary at “fair value,” as defined therein. All accounting determinations in Generally Accepted Accounting Principles to the contrary, for purposes of calculating and determining compliance with the financial covenants contained herein in Sections 5.2(a), (b), (c) and (d), including defined terms used therein, (i) no Unrestricted Subsidiary shall be made in accordance consolidated with GAAP the Company and its other Subsidiaries and each Unrestricted Subsidiary shall be treated as in effect on if it were an equity interest and all income, liabilities and assets of each Unrestricted Subsidiary shall be excluded from all such calculations and determinations thereunder, (ii) if at any time Key U.K. has any material Indebtedness (other than (A) Indebtedness owing to NBD under the Closing Date Key U.K. Credit Facility or (B) Indebtedness owing to the Company, which Indebtedness and applied other obligations owing to the Company are pledged on a first priority basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before for the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request benefit of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), then Key U.K. shall not be consolidated with the BorrowersCompany and its other Subsidiaries and shall be treated as if it were an equity investment and all income, liabilities and assets of Key U.K. shall be excluded from all calculations and determinations thereunder, and (iii) any acquisitions made by the Agent Company or any of its Subsidiaries including through mergers or consolidations and including any related financing transactions, during the period for which such financial covenants were calculated shall be deemed to have occurred on the first day of the relevant period for which such financial covenants were calculated on a pro forma basis acceptable to the Agent. Notwithstanding anything in Sections 5.2(b), (c) or (d) or in the definition of Applicable Margin (or the defined terms as used in Sections 5.2(b),(c) or (d) or within the definition of Applicable Margin), such financial covenants shall be tested, and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with Applicable Margin shall be adjusted, for the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect first time based on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until results for the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rulefiscal quarter ending June 30, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers1997.

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

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

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

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; provided that if the Borrower, applied on a basis consistent in all material respects with the Financial Statements delivered by notice to the Administrative Agent, shall request an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Required Lenders, by notice from the Administrative Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary Borrower, shall request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith in a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construedconstrued (in each case, other than for purposes of Sections 4.04(a), 5.01(a) and 5.01(b)), and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to (a) any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825000-10 00-00 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrowers Borrower or any Subsidiary at “fair value,” ”, as defined therein, (b) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (c) any deduction of debt issuance costs in respect of any Indebtedness from the principal amount of such Indebtedness under Accounting Standards Update 2015-03, and (d) any change in accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board Accounting Standards Update No. All accounting determinations for purposes 2016-02, Leases (Topic 842), to the extent such adoption would require recognition of determining compliance with the covenants contained herein shall a lease liability where [[5952619]] such lease (or similar arrangement) would not have been required to be made in accordance with recognized as a lease liability under GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing DateDecember 31, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers2015.

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

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of Borrower and its consolidated Subsidiaries delivered to the Agent Lender on or before prior to the Closing Date, except with respect to unaudited financial statements (i) for non-compliance with FAS 123R, and (ii) for the absence of footnotes and subject to year-end audit adjustments; provided thatthat (x) all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purposes of this Agreement (whether or not such operating lease obligations were in effect on such date), notwithstanding anything the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. If at any time any change in GAAP would affect the contrary computation of any financial ratio or financial requirement set forth in any Loan Document, and either Borrower or the Lender shall so request, Lender and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide to Lender financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers Borrower or any Subsidiary at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities preparation of the Borrowers or any Subsidiary at “fair value,” as defined thereinfinancial statements referred to in Section 8.2. All accounting determinations calculations made for the purposes of determining compliance with the covenants contained herein provisions of this Agreement shall be made by application of GAAP, on a "consistent basis" with those used in accordance with GAAP as the preparation of the financial statements referred to in effect on the Closing Date and Section 8.2. Accounting principles are applied on a basis "consistent basis" when the accounting principles applied in a current period are comparable in all material respects with to those accounting principles applied in a preceding period. Changes in the audited Financial Statements delivered to application of accounting principles which do not have a material impact on calculating the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, covenants herein shall be maintained deemed comparable in accordance all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by the Borrower with GAAPits obligations under this Agreement, the Borrower will not, nor will it permit any of its Subsidiaries to, change the manner in which either the last day of its Fiscal Year or the last day of each of the first three Fiscal Quarters of its Fiscal Year is determined without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by the Borrower's or any of its Subsidiaries's certified public accountants, or requested by the Borrower (or that the Borrower otherwise requests and the Agent and the Required Lenders agree to accept, such agreement not unreasonably to be denied) and implemented by the Borrower or any Accounting Change (as defined below) occurs of its Subsidiaries occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of Borrower, the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of Agent, and the Required Lenders), the Borrowers, the Agent and the Lenders will agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change changes with the desired result that the criteria for evaluating the Borrowers’ financial condition will such covenants shall be the same after such Accounting Change changes as if such Accounting Change changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Agent, and the Required Lenders, all financial covenants, standards, and terms in this Agreement shall continue to be calculated or construed as if such changes had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

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

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

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial ​ ​ ​ statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to Agent and each of the Agent Lenders on or before prior to the Closing Date, except with respect to unaudited financial statements (i) for non-compliance with FAS 123R, and (ii) for the absence of footnotes and subject to year-end audit adjustments; provided thatthat (x) all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purposes of this Agreement (whether or not such operating lease obligations were in effect on such date), notwithstanding anything the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the contrary approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.​

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

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities preparation of the Borrowers or any Subsidiary at “fair value,” as defined thereinfinancial statements referred to in Section 9.2. All accounting determinations calculations made for the purposes of determining compliance with the covenants contained herein provisions of this Agreement shall be made by application of GAAP, on a "consistent basis" with those used in accordance with GAAP as the preparation of the financial statements referred to in effect on the Closing Date and Section 9.2. Accounting principles are applied on a basis "consistent basis" when the accounting principles applied in a current period are comparable in all material respects with to those accounting principles applied in a preceding period. Changes in the audited Financial Statements delivered to application of accounting principles which do not have a material impact on calculating the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, covenants herein shall be maintained deemed comparable in accordance all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by Parent with GAAPits obligations under this Agreement, Parent will not, nor will it permit any other Loan Party to, change the manner in which either the last day of its Fiscal Year or the last day of each of the first three Fiscal Quarters of its Fiscal Year is calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by any Loan Party's certified public accountants or requested by Parent (or that Parent otherwise requests and Agent and the Required Lenders agree to accept, such agreement not unreasonably to be denied) and implemented by any Accounting Change (as defined below) occurs Loan Party occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of Parent, Borrower, Agent, and the Required Lenders), the Borrowers, the Agent and the Lenders will agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change changes with the desired result that the criteria for evaluating the Borrowers’ financial condition will such covenants shall be the same after such Accounting Change changes as if such Accounting Change changes had not been made. Until such time as such an amendment shall have been executed and delivered by Parent, Borrower, Agent, and the Required Lenders, all financial covenants, standards, and terms in this Agreement shall continue to be calculated or construed as if such changes had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

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

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities preparation of the Borrowers or any Subsidiary at “fair value,” as defined thereinfinancial statements referred to in SECTION 9.2. All accounting determinations calculations made for the purposes of determining compliance with the covenants contained herein provisions of this Agreement shall be made by application of GAAP, on a "consistent basis" with those used in accordance with GAAP as the preparation of the financial statements referred to in effect on the Closing Date and SECTION 9.2. Accounting principles are applied on a basis "consistent basis" when the accounting principles applied in a current period are comparable in all material respects with to those accounting principles applied in a preceding period. Changes in the audited Financial Statements delivered to application of accounting principles which do not have a material impact on calculating the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, covenants herein shall be maintained deemed comparable in accordance all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by the Borrower with GAAPits obligations under this Agreement, the Borrower will not, nor will it permit any other Loan Party to, change the manner in which either the last day of its Fiscal Year or the last days of the first three Fiscal Quarters of its Fiscal Years is calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by the Borrower's or any other Loan Party's certified public accountants or requested by the Borrower (or that the Borrower otherwise requests and the Administrative Agent and the Required Lenders agree to accept, such agreement not unreasonably to be denied) and implemented by the Borrower or any Accounting Change (as defined below) occurs other Loan Party occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of Borrower, the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of Administrative Agent, and the Required Lenders), the Borrowers, the Agent and the Lenders will agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change changes with the desired result that the criteria for evaluating the Borrowers’ financial condition will such covenants shall be the same after such Accounting Change changes as if such Accounting Change changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent, and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such changes had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to Administrative Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities preparation of the Borrowers or any Subsidiary at “fair value,” as defined thereinfinancial statements referred to in Section 8.2. All accounting determinations calculations made for the purposes of determining compliance with the covenants contained herein provisions of this Agreement shall be made by application of GAAP, on a "consistent basis" with those used in accordance with GAAP as the preparation of the financial statements referred to in effect on the Closing Date and Section 8.2. Accounting principles are applied on a basis "consistent basis" when the accounting principles applied in a current period are comparable in all material respects with to those accounting principles applied in a preceding period. Changes in the audited Financial Statements delivered to application of accounting principles which do not have a material impact on calculating the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, covenants herein shall be maintained deemed comparable in accordance all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by Borrower with GAAPits obligations under this Agreement, Borrower will not, nor will it permit any other Loan Party to, change the manner in which either the last day of its Fiscal Year or the last days of the first three Fiscal Quarters of its Fiscal Years is calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by Borrower's or any other Loan Party's certified public accountants or requested by Borrower (or that Borrower otherwise requests and Administrative Agent and the Required Lenders agree to accept, such agreement not unreasonably to be denied) and implemented by Borrower or any Accounting Change (as defined below) occurs other Loan Party occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders)Borrower, the Borrowers, the Administrative Agent and the Required Lenders will agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change changes with the desired result that the criteria for evaluating the Borrowers’ financial condition will such covenants shall be the same after such Accounting Change changes as if such Accounting Change changes had not been made. Until such time as such an amendment shall have been executed and delivered by Borrower, Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such changes had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed in accordance with GAAP, applied on a basis consistent in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary hereininterpreted, all accounting or financial terms used herein will determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be construedmade, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements statements required to be delivered hereunder from shall be prepared on a consolidated basis in accordance with GAAP applied on a basis [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. consistent with the most recent audited consolidated financial statements of each Borrower and after its Consolidated Subsidiaries delivered to Agent and each of the Lenders on or prior to the Closing Date. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and all financial recordseither Borrowers or the Required Lenders shall so request, the Agent, the Lenders and Borrowers shall be maintained negotiate in accordance with GAAP. In good faith to amend such ratio or requirement to preserve the event that any Accounting Change (as defined below) occurs and original intent thereof in light of such change results in a change in GAAP (subject to the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request approval of the Required Lenders); provided, the Borrowershowever, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of financial statements and other documents required under this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date which include a reconciliation between calculations of such Accounting Change will be calculated as if no ratio or requirement made before and after giving effect to such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles GAAP. All amounts used for purposes of financial calculations required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersto be made herein shall be without duplication.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP, applied on a basis consistent generally accepted accounting principles in the United States (provided that all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159) (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers Borrower or any Subsidiary at “fair value,” ”, as defined therein and (ii) without giving effect to any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein. All accounting determinations for purposes of determining compliance with , and such Debt shall at all times be valued at the covenants contained herein shall be made in accordance with GAAP full stated principal amount thereof), as in effect on the Closing Date and from time to time, applied on a basis consistent (except for changes concurred in all material respects by the Borrower’s independent public accountants) with the then most recent audited Financial Statements consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change in generally accepted accounting principles or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in generally accepted accounting principles or in the application thereof, then such provision shall be interpreted on the basis of generally accepted accounting principles as in effect and applied immediately before the Closing Daterelevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such provision is amended in a manner satisfactory to the Borrower and the Required Lenders. The Financial Statements Notwithstanding anything herein to the contrary, and without limiting the foregoing, in the event that generally accepted accounting principles are changed such that operating leases are required to be delivered hereunder from and after the Closing Datetreated as capital leases, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into hereby agree to negotiate in good faith negotiations a reasonably satisfactory amendment to Section 5.7 in order to amend such provisions of this Agreement so as adjust the Leverage Ratio limit to equitably reflect such Accounting Change with a level that takes the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowersinto proper account.

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

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

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

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

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Agent and the Banks hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities preparation of the Borrowers or any Subsidiary at “fair value,” as defined thereinfinancial statements referred to in Section 6.2. All accounting determinations calculations made for the purposes of determining compliance with the covenants contained herein provisions of this Agreement shall be made by application of GAAP, on a "consistent basis" with those used in accordance with GAAP as the preparation of the financial statements referred to in effect on the Closing Date and Section 6.2. Accounting principles are applied on a basis "consistent basis" when the accounting principles applied in a current period are comparable in all material respects with to those accounting principles applied in a preceding period. Changes in the audited Financial Statements delivered to application of accounting principles which do not have a material impact on calculating the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, covenants herein shall be maintained deemed comparable in accordance all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by the Parent with GAAPits obligations under this Agreement, the Parent will not, nor will it permit any of its Subsidiaries to, change the manner in which either the last day of its Fiscal Year or the last day of each of the first three Fiscal Quarters of its Fiscal Year is determined without the prior written consent of the Required Banks. In the event any changes in accounting principles required by GAAP, recommended by the Parent's or any of its Subsidiaries's certified public accountants, or requested by the Parent (or that the Parent otherwise requests and the Agent and the Required Banks agree to accept, such agreement not unreasonably to be denied) and implemented by the Parent or any Accounting Change (as defined below) occurs of its Subsidiaries occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of Parent, the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of Agent, and the Required Lenders), the Borrowers, the Agent and the Lenders will Banks agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change changes with the desired result that the criteria for evaluating the Borrowers’ financial condition will such covenants shall be the same after such Accounting Change changes as if such Accounting Change changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Parent, the Agent, and the Required Banks, all financial covenants, standards, and terms in this Agreement shall continue to be calculated or construed as if such changes had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

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

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

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

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities preparation of the Borrowers or any Subsidiary at “fair value,” as defined thereinfinancial statements referred to in SECTION 7.2. All accounting determinations calculations made for the purposes of determining compliance with the covenants contained herein provisions of this Agreement shall be made by application of GAAP, on a "consistent basis" with those used in accordance with GAAP as the preparation of the financial statements referred to in effect on the Closing Date and SECTION 7.2. Accounting principles are applied on a basis "consistent basis" when the accounting principles applied in a current period are comparable in all material respects with to those accounting principles applied in a preceding period. Changes in the audited Financial Statements delivered to application of accounting principles which do not have a material impact on calculating the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, covenants herein shall be maintained deemed comparable in accordance all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by the Borrower with GAAPits obligations under this Agreement, the Borrower will not change the manner in which either the last day of its Fiscal Year or the last days of the first three Fiscal Quarters of its Fiscal Years is calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by the Borrower's certified public accountants or requested by the Borrower (or that any Accounting Change (as defined belowthe Borrower otherwise requests and the Administrative Agent and Required Lenders agree to accept, such agreement not unreasonably to be denied) occurs and implemented by the Borrower occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders)Borrower, the Borrowers, the Administrative Agent and the Required Lenders will agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change changes with the desired result that the criteria for evaluating the Borrowers’ financial condition will such covenants shall be the same after such Accounting Change changes as if such Accounting Change changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Administrative Agent, the Borrower and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such changes had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

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

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to Agent and each of the Agent Lenders on or before prior to the Closing DateDate except, in the case of unaudited financial statements, for the lack of footnotes, and for being subject to year-end audit adjustments. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of [***] = Certain Confidential Information Omitted 39 MidCap / Cerus / Credit, Security and Guaranty Agreement (Revolving Loan) 202312840 v5 such ratio or requirement made before and after giving effect to such change in GAAP; provided thatfurther, notwithstanding anything to however, that any obligations of a Person under a lease (whether existing now or entered into in the contrary future) that is not (or would not be) a capital lease obligation under GAAP as in effect as of the date of this Agreement (including, for the avoidance of doubt, for purposes of the definition of “Permitted Debt”) shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP). Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

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

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

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities preparation of the Borrowers or any Subsidiary at “fair value,” as defined thereinfinancial statements referred to in Section 8.2. All accounting determinations calculations made for the purposes of determining compliance with the covenants contained herein provisions of this Agreement shall be made by application of GAAP, on a "consistent basis" with those used in accordance with GAAP as the preparation of the financial statements referred to in effect on the Closing Date and Section 8.2. Accounting principles are applied on a basis "consistent basis" when the accounting principles applied in a current period are comparable in all material respects with to those accounting principles applied in a preceding period. Changes in the audited Financial Statements delivered to application of accounting principles which do not have a material impact on calculating the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, covenants herein shall be maintained deemed comparable in accordance all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by the Borrower with GAAPits obligations under this Agreement, the Borrower will not change the manner in which either the last day of its Fiscal Year or the last days of the first three Fiscal Quarters of its Fiscal Years is calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by the Borrower's certified public accountants or requested by the Borrower (or that any Accounting Change (as defined belowthe Borrower otherwise requests and the Administrative Agent and Required Lenders agree to accept, such agreement not unreasonably to be denied) occurs and implemented by the Borrower occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders)Borrower, the Borrowers, the Administrative Agent and the Required Lenders will agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change changes with the desired result that the criteria for evaluating the Borrowers’ financial condition will such covenants shall be the same after such Accounting Change changes as if such Accounting Change changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Administrative Agent, the Borrower and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such changes had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

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

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

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

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

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be delivered hereunder shall be prepared, in accordance with GAAP. In the event the Parent changes its accounting methods because of changes in GAAP, applied on a basis consistent or any change in all material respects with GAAP occurs which increases or diminishes the Financial Statements delivered protection and coverage afforded to the Lenders under current GAAP accounting methods, the Parent or the Administrative Agent, as the case may be, may request of the other parties to this Agreement an amendment of the financial covenants contained in Section 9 of this Agreement to reflect such changes in GAAP and to provide the Lenders with protection and coverage equivalent to that existing prior to such changes in accounting methods or GAAP, and each of the Parent, the Administrative Agent on or before and the Closing DateLenders agree to consider such request in good faith; provided thatthat until any such amendment is effective, notwithstanding the relevant change in GAAP or accounting methods shall not be given effect for purposes of calculating the financial covenants contained in this Agreement. In the event of such change in GAAP, the compliance certificates delivered pursuant to Section 9.01 hereof after such change occurs shall be accompanied by reconciliations of the difference between the calculation set forth therein and a calculation made in accordance with GAAP as in effect from time to time after such change occurs. Notwithstanding anything to the contrary herein, all accounting or financial terms used herein will shall be construed, and all financial computations pursuant hereto will shall be made, without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159) (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification or Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of the Borrowers Parent or any Subsidiary at “fair value,” ”, as defined therein. All In the event of a change in GAAP with respect to accounting determinations for purposes of determining compliance with leases, the financial covenants contained herein shall be made in accordance calculated on a basis consistent with GAAP as in effect on prior to such change. To enable the Closing Date and applied on a basis consistent in all material respects ready determination of compliance with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained covenants set forth in accordance with GAAP. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required Lenders)Section 9 hereof, the Borrowers, the Agent and the Lenders Parent will enter into good faith negotiations not change from December 31 in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on each year the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until on which its fiscal year ends, nor from March 31, June 30 and September 30 the effective date of such amendment. “Accounting Change” means (i) any change dates on which the first three fiscal quarters in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowerseach fiscal year end.

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

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

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

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

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

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

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

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

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to Administrative Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities preparation of the Borrowers or any Subsidiary at “fair value,” as defined thereinfinancial statements referred to in SECTION 8.2. All accounting determinations calculations made for the purposes of determining compliance with the covenants contained herein provisions of this Agreement shall be made by application of GAAP, on a "consistent basis" with those used in accordance with GAAP as the preparation of the financial statements referred to in effect on the Closing Date and SECTION 8.2. Accounting principles are applied on a basis "consistent basis" when the accounting principles applied in a current period are comparable in all material respects with to those accounting principles applied in a preceding period. Changes in the audited Financial Statements delivered to application of accounting principles which do not have a material impact on calculating the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, covenants herein shall be maintained deemed comparable in accordance all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by Borrower with GAAPits obligations under this Agreement, Borrower will not, nor will it permit any other Loan Party to, change the manner in which either the last day of its Fiscal Year or the last days of the first three Fiscal Quarters of its Fiscal Years is calculated without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by Borrower's or any other Loan Party's certified public accountants or requested by Borrower (or that Borrower otherwise requests and Administrative Agent and the Required Lenders agree to accept, such agreement not unreasonably to be denied) and implemented by Borrower or any Accounting Change (as defined below) occurs other Loan Party occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of Borrower, Administrative Agent, and the Required Lenders), the Borrowers, the Agent and the Lenders will agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change changes with the desired result that the criteria for evaluating the Borrowers’ financial condition will such covenants shall be the same after such Accounting Change changes as if such Accounting Change changes had not been made. Until such time as such an amendment shall have been executed and delivered by Borrower, Administrative Agent, and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such changes had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

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

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

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

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

Accounting Terms and Determinations. Unless Except as otherwise defined or specified expressly provided herein, all accounting terms used in this Agreement herein shall be construed interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Agent and the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis "consistent basis" with those used in all material respects with the Financial Statements delivered to the Agent on or before the Closing Date; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities preparation of the Borrowers or any Subsidiary at “fair value,” as defined thereinfinancial statements referred to in Section 8.2. All accounting determinations calculations made for the purposes of determining compliance with the covenants contained herein provisions of this Agreement shall be made by application of GAAP, on a "consistent basis" with those used in accordance with GAAP as the preparation of the financial statements referred to in effect on the Closing Date and Section 8.2. Accounting principles are applied on a basis "consistent basis" when the accounting principles applied in a current period are comparable in all material respects with to those accounting principles applied in a preceding period. Changes in the audited Financial Statements delivered to application of accounting principles which do not have a material impact on calculating the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, covenants herein shall be maintained deemed comparable in accordance all material respects to accounting principles applied in a preceding period. To enable the ready and consistent determination of compliance by the Borrower with GAAPits obligations under this Agreement, the Borrower will not, nor will it permit any of its Subsidiaries to, change the manner in which either the last day of its Fiscal Year or the last day of each of the first three Fiscal Quarters of its Fiscal Year is determined without the prior written consent of the Required Lenders. In the event any changes in accounting principles required by GAAP, recommended by the Borrower's or any of its Subsidiaries's certified public accountants, or requested by the Borrower (or that the Borrower otherwise requests and the Agent and the Required Lenders agree to accept, such agreement not unreasonably to be denied) and implemented by the Borrower or any Accounting Change (as defined below) occurs of its Subsidiaries occur and such change results changes result in a change in the method of the calculation of financial covenants, standards or terms in covenants under this Agreement, then upon the written request of Borrower, the Borrower Agent Agent, and the Required Lenders shall enter into an agreement (acting upon reasonably acceptable to the request of Borrower, the Borrowers) or the Agent (acting upon the request of Agent, and the Required Lenders), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend ) amending such provisions of this Agreement so as to equitably reflect such Accounting Change changes with the desired result that the criteria for evaluating the Borrowers’ financial condition will such covenants shall be the same after such Accounting Change changes as if such Accounting Change changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Agent, and the Required Lenders, the financial statements required to be prepared and delivered by the Borrower shall comply in all respects to GAAP and all financial covenants, standards, and terms in this Agreement shall continue to be calculated or construed as if such changes had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change No changes in accounting principles required in accordance with GAAP and implemented by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the BorrowersBorrower pursuant to this Section 1.3 shall constitute a Default hereunder.

Accounting Terms and Determinations. Unless otherwise defined or specified herein, all accounting terms used in this Agreement herein shall be construed interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP, GAAP applied on a basis consistent in all material respects with the Financial Statements most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries delivered to Agent and each of the Agent Lenders on or before prior to the Closing Date, except with respect to unaudited financial statements (i) for non-compliance with FAS 123R, and (ii) for the absence of footnotes and subject to year-end audit adjustments; provided thatthat (x) all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purposes of this Agreement (whether or not such operating lease obligations were in effect on such date), notwithstanding anything the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the contrary approval of the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial terms nature used herein will shall be construed, and all financial computations pursuant hereto will of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 159 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification Standard having a similar result or effect) to value any Indebtedness Debt or other liabilities of the Borrowers any Credit Party or any Subsidiary of any Credit Party at “fair value,” ”, as defined therein. All accounting determinations for purposes of determining compliance with the covenants contained herein shall be made in accordance with GAAP as in effect on the Closing Date MidCap / Akoya / Credit and applied on a basis consistent in all material respects with the audited Financial Statements delivered to the Agent on or before the Closing Date. The Financial Statements required to be delivered hereunder from and after the Closing Date, and all financial records, shall be maintained in accordance with GAAP. In the event that any Accounting Change Security Agreement (as defined below) occurs and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then upon the written request of the Borrower Agent (acting upon the request of the Borrowers) or the Agent (acting upon the request of the Required LendersTerm Loan), the Borrowers, the Agent and the Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrowers’ financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that provisions of this Agreement in effect on the date of such Accounting Change will be calculated as if no such Accounting Change had occurred until the effective date of such amendment. “Accounting Change” means (i) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (ii) any change in the application of GAAP by the Borrowers.

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

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