Common use of Calculations; Computations Clause in Contracts

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. (b) If at any time any change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth in any Loan Document and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed in accordance with GAAP prior to such 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 Excess Cash Flow or such ratio or financial covenant made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Original Closing Date that would require lease obligations that would be treated as operating leases as of the Original Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligations. (d) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Lenders pursuant hereto shall be construed in conformity with, made and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAPaccordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Company to the Lenders; it being understood and agreed that notes may be absent in the interim financial statements). In addition, except as otherwise specifically prescribed provided herein. , all computations determining compliance with Sections 4.02 and 8, including definitions used therein, and for all purposes of determining Capital Expenditures, the Interest Coverage Ratio, Net Leverage Ratio and Senior Secured Net Leverage Ratio, shall utilize accounting principles and policies in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Amendment and Restatement Effective Date in GAAP or in the application thereof on the operation of such provision (b) If at or if the Administrative Agent notifies the Company that it or the Required Lenders request an amendment to any time 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 would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth as in any Loan Document effect and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of applied immediately before such change in (shall have become effective until such notice shall have been withdrawn or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed provision amended in accordance with GAAP prior to such change and (ii) herewith. Notwithstanding 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 Excess Cash Flow or such ratio or financial covenant made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding anything to the contrary contained hereinforegoing, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that expressly required pursuant to the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet provisions of Holdings and its Subsidiaries in the circumstance wherethis Agreement, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period certain calculations shall be made on a Pro Forma Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Original Closing Date that would require lease obligations that would be treated as operating leases as of the Original Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligationspro forma basis. (db) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Lenders pursuant hereto shall be construed in conformity with, made and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity withaccordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Company to the Lenders); provided that, GAAP, (i) except as otherwise specifically prescribed provided herein. , all computations and all definitions (bincluding accounting terms) If at used in determining the Fixed Charge Coverage Ratio and the Total Leverage Ratio in determining compliance with Section 10 shall (x) utilize GAAP and policies in conformity with those used to prepare the audited financial statements of the Company referred to in Section 8.05(a) for its fiscal year ended, and otherwise in effect as of, December 31, 2014 and (y) be made in a manner such that any time obligations relating to a lease that was accounted for by such Person as an operating lease as of the Effective Date and any change in GAAP or in similar lease entered into after the application of GAAP would affect Effective Date by the computation of Excess Cash Flow Company or any financial ratio or financial term or definition set forth in any Loan Document Subsidiary shall be accounted for as obligations relating to an operating lease and either the Borrower or the Required Lenders shall so requestnot as Capital Lease Obligations, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed in accordance with GAAP prior to such 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 Excess Cash Flow or such ratio or financial covenant made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to (x) any election under FASB ASC 825 (or any similar accounting principle) principle permitting a Person to value its financial liabilities at the fair value thereof thereof), or (y) 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 application of FAS 133full stated principal amount thereof, FAS 150 or FAS 123r (iii) to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance whereexpressly provided herein, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period certain calculations shall be made on a Pro Forma Basis. For Basis and (iv) for purposes of determining compliance with any incurrence or expenditure tests set forth herein, amounts so incurred or expended (to the avoidance of doubt, notwithstanding any changes extent incurred or expended in GAAP after a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the Original Closing Date that would require lease obligations that would be treated as operating leases as basis of the Original Closing Date exchange rates (as shown for the prior day as published on Bloomberg or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to be classified and accounted for the Administrative Agent) as Capital Lease Obligations or otherwise reflected in effect on the consolidated balance sheet date of Holdings such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation provided for therein (and its Subsidiariesto the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the exchange rates (as shown for the prior day as published on Bloomberg or, if same does not provide such obligations shall continue exchange rates, on such other basis as is reasonably satisfactory to be excluded from the definition Administrative Agent) as in effect on the date of Indebtedness and Capital Lease Obligationsany new incurrence or expenditures made under any provision of any such Section that regulates the U.S. Dollar amount outstanding at any time). (db) All computations of interest (except as otherwise expressly provided herein), Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Lenders pursuant hereto shall be construed in conformity with, made and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise specifically prescribed herein. disclosed in writing by the U.S. Borrower to the Lenders), provided that (bi) If if at any time any change in U.S. GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or is reasonably likely to cause any financial ratio or financial term or definition requirement set forth in any Loan Credit Document to be violated or to impose additional obligations on the Borrowers, or to prevent any such violation or any such imposition absent such change, and either the U.S. Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders Agent and the U.S. Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant requirement to preserve the original intent thereof in light of such change in U.S. GAAP (or in subject to the application of) GAAPapproval of the Required Lenders); provided that, until so amended, (ix) Excess Cash Flow and such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (iiy) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Excess Cash Flow or such ratio or financial covenant requirement made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computationU.S. GAAP, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that expressly required pursuant to the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet provisions of Holdings and its Subsidiaries in the circumstance wherethis Agreement, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period certain calculations shall be made on a Pro Forma Basis. For Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the avoidance of doubt, notwithstanding any changes extent incurred or expended in GAAP after a currency other than Dollars) shall be converted into Dollars on the Original Closing Date that would require lease obligations that would be treated as operating leases as basis of the Original Closing Date exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to be classified and accounted for the Administrative Agent) as Capital Lease Obligations or otherwise reflected in effect on the consolidated balance sheet date of Holdings such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and its Subsidiariesto the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such obligations shall continue exchange rates, on such other basis as is reasonably satisfactory to be excluded from the definition Administrative Agent) as in effect on the date of Indebtedness and Capital Lease Obligationsany new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (db) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Lenders pursuant hereto shall be construed in conformity with, made and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise specifically prescribed herein. disclosed in writing by the Borrower to the Lenders), provided that (bi) If if at any time any change in U.S. GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or is reasonably likely to cause any financial ratio or financial term or definition requirement set forth in any Loan Credit Document to be violated or to impose additional obligations on the Borrower, or to prevent any such violation or any such imposition absent such change, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders Agent and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant requirement to preserve the original intent thereof in light of such change in U.S. GAAP (or in subject to the application of) GAAPapproval of the Required Lenders); provided that, until so amended, (ix) Excess Cash Flow and such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 9.01(e) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (iiy) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Excess Cash Flow or such ratio or financial covenant requirement made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computationU.S. GAAP, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that expressly required pursuant to the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet provisions of Holdings and its Subsidiaries in the circumstance wherethis Agreement, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period certain calculations shall be made on a Pro Forma Basis. For Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 9 and/or 10, any amounts so incurred or expended (to the avoidance of doubt, notwithstanding any changes extent incurred or expended in GAAP after a currency other than Dollars) shall be converted into Dollars on the Original Closing Date that would require lease obligations that would be treated as operating leases as basis of the Original Closing Date exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to be classified and accounted for the Administrative Agent) as Capital Lease Obligations or otherwise reflected in effect on the consolidated balance sheet date of Holdings such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and its Subsidiariesto the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such obligations shall continue exchange rates, on such other basis as is reasonably satisfactory to be excluded from the definition Administrative Agent) as in effect on the date of Indebtedness and Capital Lease Obligationsany new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (db) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to (x) the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicableapplicable and (y) Sterling LIBOR, which shall be based on a year of 365 days) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. (b) If at any time any change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth in any Loan Document and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed in accordance with GAAP prior to such 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 Excess Cash Flow or such ratio or financial covenant made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliancenon compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of if financial statements pursuant to Sections 7.01(a), (b) and (bc), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, prepared without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occursextent expressly provided herein, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period certain calculations shall be made on a Pro Forma Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Original Closing Date that would require lease obligations that would be treated as operating leases as of the Original Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligations. (d) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All Other than information contained in Internal Management Reports and other financial information delivered hereunder not expressly required to be prepared in accordance with GAAP by the terms of this Agreement, the financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to the Lenders) and except as otherwise expressly provided herein, all terms of an accounting terms not specifically or completely defined herein financial nature shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, accordance with GAAP, except as otherwise specifically prescribed herein. in effect from time to time, provided that, if Holdings notifies the Administrative Agent that Holdings 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 (b) If at or if the Administrative Agent notifies Holdings that the Administrative Agent or the Required Lenders request an amendment to any time 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 would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth as in any Loan Document effect and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of applied immediately before such change in (shall have become effective until such notice shall have been withdrawn or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed provision amended in accordance with GAAP prior to such 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 Excess Cash Flow or such ratio or financial covenant made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratioherewith. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Original Closing Date that would require lease obligations that would be treated as operating leases as of the Original Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligations. (d) All computations of interest (except for interest determined based on the Canadian Prime Rate or the Canadian BA Rate, which shall be made on the basis of a year of 365 days), and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees, the last day shall be included) occurring in the period for which such interest interest, or Fees are payable. Each determination by the Administrative Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section 4 or pursuant to the Fee Letters are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by the applicable Borrowers under Section 2.10(a)(ii) or (iii), Section 2.10(c), Section 2.11, Section 3.06 or Section 5.04 submitted to the Company by the Administrative Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Lenders pursuant hereto shall be construed in conformity with, made and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise specifically prescribed herein. disclosed in writing by the Borrower to the Lenders); provided that (bi) If if at any time any change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition requirement set forth in any Loan Credit Document (including, without limitation, as a result of the effect of such change on any definition including accounting terms) used in calculating such ratio or determining compliance with such requirement (the “Accounting Change”) and either the Borrower shall so request (or the Administrative Agent notifies the Borrower that the Required Lenders shall so request), the Administrative Agent, the Lenders Agent and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant requirement to preserve the original intent thereof in light of such change in GAAP (or in subject to the application ofapproval of the Required Lenders) GAAP; provided (provided, however, that, until so amended, (i) Excess Cash Flow and such ratio or requirement shall continue to be computed in accordance conformity with GAAP those accounting principles and policies in effect immediately prior to such change and Accounting Change); (ii) except as otherwise expressly provided herein, for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Restricted Subsidiaries on a consolidated basis 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 Excess Cash Flow or such ratio or financial covenant be made before and after without giving effect to such change in the operations of any Unrestricted Subsidiaries, (or in the application ofiii) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of covenants contained herein or in any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio other Credit Document shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (and to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance whereexpressly provided herein, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period certain calculations shall be made on a Pro Forma Basis. For Basis and (iv) all financial statements delivered to the avoidance Administrative Agent in accordance with the terms of doubt, notwithstanding any changes in GAAP this Agreement after the Original Closing Date that would require lease obligations that would be treated date of any accounting change set forth in Section 1.02 shall contain a schedule showing the adjustments, if any, necessary to reconcile such financial statements with GAAP as operating leases as of the Original Closing Date in effect immediately prior to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligationsaccounting changes. (d) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. (b) If at any time any change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth in any Loan Document and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed in accordance with GAAP prior to such 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 Excess Cash Flow or such ratio or financial covenant made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliancenon-compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of if financial statements pursuant to Sections 7.01(a), (b) and (bc), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the Total Secured Net Leverage Ratio, the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, Total Secured Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDAInterest Coverage Ratio, Consolidated Net Income (other than with respect to Excess Cash Flow) EBITDA and Consolidated Total Assets or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Original Closing Date that would require lease obligations that would be treated as operating leases as of the Original Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligations. (d) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, Rate which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Lenders pursuant hereto shall be construed in conformity with, made and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise specifically prescribed herein. disclosed in writing by the Borrower to the Lenders); provided that (bi) If if at any time any change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition requirement set forth in any Loan Credit Document (including, without limitation, as a result of the effect of such change on any definition including accounting terms) used in calculating such ratio or determining compliance with such requirement (the “Accounting Change”) and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders Agent and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant requirement to preserve the original intent thereof in light of such change in GAAP (or in subject to the application ofapproval of the Required Lenders) GAAP; provided (provided, however, that, until so amended, (i) Excess Cash Flow and such ratio or requirement shall continue to be computed in accordance conformity with GAAP those accounting principles and policies in effect immediately prior to such change and Accounting Change); (ii) except as otherwise expressly provided herein, for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Restricted Subsidiaries on a consolidated basis 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 Excess Cash Flow or such ratio or financial covenant be made before and after without giving effect to such change in the operations of any Unrestricted Subsidiaries, (or in the application ofiii) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of covenants contained herein or in any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio other Credit Document shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (and to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance whereexpressly provided herein, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period certain calculations shall be made on a Pro Forma Basis. For , (iv) all financial statements delivered to the avoidance Administrative Agent in accordance with the terms of doubt, notwithstanding any changes in GAAP this Agreement after the Original Closing Date that would require lease obligations that would be treated date of any accounting change set forth in Section 1.02 shall contain a schedule showing the adjustments, if any, necessary to reconcile such financial statements with GAAP as operating leases as in effect immediately prior to such accounting changes, and (v) all references contained in this Agreement to a four-quarter period of the Original Closing Date Borrower referring to be classified a period prior to October 1, 2012 shall refer to the applicable period prior to October 1, 2012 of the predecessor entity and accounted for not the Borrower and in any event shall include the Consolidated Adjusted EBITDA and Fixed Charges as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from set forth in the definition of Indebtedness and Capital Lease Obligations“Test Period”. (d) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Lenders pursuant hereto shall be construed in conformity with, made and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, accordance with GAAP in effect from time to time in all material respects consistently applied throughout the periods involved (except as otherwise specifically prescribed herein. (b) If at any time any change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth in any Loan Document and either the Borrower notes thereto or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate as otherwise disclosed in good faith to amend (subject writing by Holdings to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP); provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed in accordance with GAAP prior to such 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 Excess Cash Flow or such ratio or financial covenant made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to any election under FASB ASC 825 Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting permitted a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r and (ii) to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance whereexpressly provided herein, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period certain calculations shall be made on a Pro Forma Basis. For In the avoidance event of doubtany change in GAAP (any such change, notwithstanding for the purpose of this Section 14.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Agents, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any changes such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Holdings shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 10.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change). In addition, any lease that was classified or accounted for as an operating lease as of the Closing Date in accordance with GAAP and any similar lease entered into after the Closing Date shall be classified or accounted for as an operating lease and not a capitalized lease, even though, as a result of a change in GAAP after the Original Closing Date that Date, such lease would require lease obligations that would be treated as operating leases as of the Original Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligationsa capitalized lease. (db) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, Commitment Commission or Fees are payable, except that interest computed by reference to Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year).

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, determinations under this Agreement and all financial data (including financial ratios and other financial calculations) required statements to be submitted furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to the Lenders); provided that, to the extent expressly provided herein, certain calculations shall be made on a pro forma basis. Holdings, the Borrower and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of either the Borrower or the Administrative Agent, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Borrower and Required Lenders, (a) all financial ratios, standards and terms in this Agreement shall be prepared in conformity withcalculated and/or construed as if such Accounting Change had not been made, GAAPand (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(b), except as otherwise specifically prescribed herein(c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating compliance with incurrence based financial covenants (without reflecting such Accounting Change). (b) If at any time any change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth in any Loan Document and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed in accordance with GAAP prior to such 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 Excess Cash Flow or such ratio or financial covenant made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Original Closing Date that would require lease obligations that would be treated as operating leases as of the Original Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligations. (d) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, Commitment Commission or Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 1 and/or 8 or with Dollar-based basket levels appearing in any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Administrative Agent and the Lenders pursuant hereto shall be construed made and prepared in conformity withaccordance with GAAP as in effect from time to time during the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings or the Borrower to the Administrative Agent). Any changes in GAAP after the Closing Date, as applied in the preparation of such financial statements, or changes in the presentation of such financial statements that are mandated or otherwise required by a Governmental Authority, will be incorporated in such calculations, computations and all financial data (including financial ratios presentation unless Holdings, by written notice to the Administrative Agent, or the Administrative Agent or the Required Lenders, by written notice to Holdings, objects to the inclusion of such changes in GAAP or presentation, whereupon such changes in GAAP or presentation shall be excluded from calculations and other financial calculations) required to be submitted pursuant to computations hereunder until such time as the parties hereto have amended this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. (b) If at any time any to reflect appropriately the effect of such change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth presentation, and, in any Loan Document and either the Borrower or the Required Lenders shall so requestevent, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed in accordance with GAAP prior to such change and (ii) the Borrower Holdings shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Excess Cash Flow or such ratio or financial covenant requirement made before and after giving effect to such change in (GAAP or presentation. Interest and Fees shall be calculated on the basis of a 360-day year for the actual days elapsed. Any change in the application of) GAAP interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change in the Base Rate is reasonably necessary to demonstrate announced or such change in the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Eurocurrency Reserve Requirements becomes effective, as the case may be. Notwithstanding anything to the contrary any other provision contained herein, (i) other than with respect to the delivery all terms of an accounting or financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements nature used herein shall be preparedconstrued, and the First Lien Net Leverage Ratio all computations of amounts and Total Net Leverage Ratio ratios referred to herein shall be calculated, in each casemade, without giving effect to any election under FASB ASC 825 Accounting Standards Codification of the Financial Accounting Standards Board Section 825-10 (or any other Financial Accounting Standard having a similar accounting principleresult or effect) permitting a Person to value its financial any Indebtedness or other liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions Credit Party or any Specified Transaction occurs, the calculation Subsidiary of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Original Closing Date that would require lease obligations that would be treated as operating leases as of the Original Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligations. (d) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 daysCredit Party at “fair value”, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payabledefined therein.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Administrative Agent and the Lenders pursuant hereto shall be construed made and prepared in conformity withaccordance with GAAP as in effect from time to time during the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings or the Borrower to the Administrative Agent). Any changes in GAAP after the Closing Date, as applied in the preparation of such financial statements, or changes in the presentation of such financial statements that are mandated or otherwise required by a Governmental Authority, will be incorporated in such calculations, computations and all financial data (including financial ratios presentation unless Holdings, by written notice to the Administrative Agent, or the Administrative Agent or the Required Lenders, by written notice to Holdings, objects to the inclusion of such changes in GAAP or presentation, whereupon such changes in GAAP or presentation shall be excluded from calculations and other financial calculations) required to be submitted pursuant to computations hereunder until such time as the parties hereto have amended this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. (b) If at any time any to reflect appropriately the effect of such change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth presentation, and, in any Loan Document and either the Borrower or the Required Lenders shall so requestevent, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed in accordance with GAAP prior to such change and (ii) the Borrower Holdings shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Excess Cash Flow or such ratio or financial covenant requirement made before and after giving effect to such change in (GAAP or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow presentation. Interest and compliance (or non‑compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation Fees shall be calculatedIn furtherance of the accounts of Holdings and its Restricted Subsidiaries shall not include foregoing, Holdings, the consolidation of Borrower, the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, Administrative Agent and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (Lenders agree that to the extent that there is an amendment to this Agreement to reflect appropriately the pronouncements effect of any change in FAS 123r result GAAP or presentation as provided in recording an equity award the foregoing sentence the entrance into such amendment shall be at no cost to the Credit Parties other than the reimbursement of the Administrative Agent’s costs and expenses as a liability contemplated by Section 12.1. Interest hereunder based on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period Administrative Agent’s prime lending rate shall be made on a Pro Forma Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Original Closing Date that would require lease obligations that would be treated as operating leases as of the Original Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligations. (d) All computations of interest and other Fees hereunder shall be made computed on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a 360-day year of 365 days (or 366 days, as applicabledays in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day) occurring ). All other interest and all fees hereunder shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes. Any change in the period for interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirementsany reserve requirement with respect to eurocurrency funding shall become effective as of the opening of business on the day on which such interest change in the Base Rate is announced or Fees are payablesuch change in the Eurocurrency Reserve Requirementsreserve requirement with respect to eurocurrency funding becomes effective, as the case may be. Notwithstanding any other provision contained herein, (a) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect including ASU 2015-03, 1 and any other related treatment for debt discounts and premiums, such as original issue discount) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein and (b) for all purposes of this Agreement and the other Credit Documents, including negative covenants, financial covenants and component definitions, GAAP will be deemed to treat operating leases and Capital Leases in a manner consistent with the treatment under GAAP as in effect prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of Accounting Standards Update No. 2016-02.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Administrative Agent and the Lenders pursuant hereto shall be construed made and prepared in conformity withaccordance with GAAP as in effect from time to time during the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings or the Borrower to the Administrative Agent). Any changes in GAAP after the Closing Date, as applied in the preparation of such financial statements, or changes in the presentation of such financial statements that are mandated or otherwise required by a Governmental Authority, will be incorporated in such calculations, computations and all financial data (including financial ratios presentation unless Holdings, by written notice to the Administrative Agent, or the Administrative Agent or the Required Lenders, by written notice to Holdings, objects to the inclusion of such changes in GAAP or presentation, whereupon such changes in GAAP or presentation shall be excluded from calculations and other financial calculations) required to be submitted pursuant to computations hereunder until such time as the parties hereto have amended this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. (b) If at any time any to reflect appropriately the effect of such change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth presentation, and, in any Loan Document and either the Borrower or the Required Lenders shall so requestevent, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed in accordance with GAAP prior to such change and (ii) the Borrower Holdings shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Excess Cash Flow or such ratio or financial covenant requirement made before and after giving effect to such change in (GAAP or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow presentation. Interest and compliance (or non‑compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements Fees shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Original Closing Date that would require lease obligations that would be treated as operating leases as of the Original Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligations. (d) All computations of interest and other Fees hereunder shall be made calculated on the basis of a 360-day year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring elapsed. Any change in the period for interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such interest change in the Base Rate is announced or Fees are payablesuch change in the Eurocurrency Reserve Requirements becomes effective, as the case may be.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Lenders pursuant hereto shall be construed in conformity with, made and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAPaccordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Company to the Lenders; it being understood and agreed that notes may be absent in the interim financial statements). In addition, except as otherwise specifically prescribed provided herein. (b) If at , all computations determining compliance with Sections 4.02 and 8, including definitions used therein, and for all purposes of determining Capital Expenditures, the Interest Coverage Ratio and Senior Secured Net Leverage Ratio, shall utilize accounting principles and policies in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any time 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, including without limitation in the event of an accounting change requiring all leases to be capitalized, or if the Administrative Agent notifies the Company that it or 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 of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth in any Loan Document thereof, then such provision shall be interpreted and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed 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 with GAAP prior to such change and (ii) herewith. Notwithstanding 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 Excess Cash Flow or such ratio or financial covenant made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding anything to the contrary contained hereinforegoing, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that expressly required pursuant to the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet provisions of Holdings and its Subsidiaries in the circumstance wherethis Agreement, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period certain calculations shall be made on a Pro Forma Basispro forma basis. For In furtherance of the avoidance foregoing, at the request of doubtthe Company, notwithstanding the Company, the Administrative Agent and the Lenders agree to negotiate in good faith any such amendment addressing the impact of changes in GAAP after upon the Original Closing Date that would require lease obligations that would be treated as operating leases as covenants (financial or otherwise) at no cost to the Company and its Subsidiaries other than the reimbursement of the Original Closing Date to be classified Administrative Agent’s cost and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligationsexpenses contemplated by Section 11.01(a). (db) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Lenders pursuant hereto shall be construed in conformity with, made and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, accordance with U.S. GAAP consistently applied throughout the periods involved (except as otherwise specifically prescribed herein. set forth in the notes thereto), provided that (bi) If at if the U.S. Borrower notifies the Administrative Agent that the U.S. Borrower requests an amendment to any time provision hereof to eliminate the effect of any change occurring after the date hereof in U.S. GAAP or in the application thereof on the operation of GAAP would affect such provision (or if the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth in any Loan Document and either Administrative Agent notifies the U.S. Borrower or that the Required Lenders shall so requestrequest an amendment to any provision hereof for such purpose), the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval regardless of the Required Lenders) whether any such ratio notice is given before or covenant to preserve the original intent thereof in light of after such change in (U.S. GAAP or in the application of) GAAP; provided thatthereof, then such provision shall be interpreted on the basis of U.S. GAAP as in effect and applied immediately before such change shall have become effective until so amended, (i) Excess Cash Flow and such ratio notice shall continue to be computed have been withdrawn or such provision amended in accordance with GAAP prior to such 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 Excess Cash Flow or such ratio or financial covenant made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computationherewith, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that expressly required pursuant to the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet provisions of Holdings and its Subsidiaries in the circumstance wherethis Agreement, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period certain calculations shall be made on a Pro Forma Basis. For , and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 9 and/or 10 (excluding Sections 10.12 and 10.13), any amounts so incurred or expended (to the avoidance of doubt, notwithstanding any changes extent incurred or expended in GAAP after a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the Original Closing Date that would require lease obligations that would be treated as operating leases as basis of the Original Closing Date exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to be classified and accounted for the Administrative Agent) as Capital Lease Obligations or otherwise reflected in effect on the consolidated balance sheet date of Holdings such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation provided for therein (and its Subsidiariesto the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such obligations shall continue exchange rates, on such other basis as is reasonably satisfactory to be excluded from the definition Administrative Agent) as in effect on the date of Indebtedness and Capital Lease Obligationsany new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (db) All computations of interest (other than interest based on the Canadian Prime Rate and the Base Rate at times when the Base Rate is based on the Prime Lending Rate), RL Commitment Commission and other Fees (other than the Drawing Fee) hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day, except that, in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, RL Commitment Commission or Fees are payable. All computations of interest based on the Canadian Prime Rate, the Prime Lending Rate, clause (x) of the definition of Base Rate and all computations of the Drawing Fee shall be based on a year of 365 days. (c) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement is calculated using a rate based on a year of 360 days or 365 days, as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days in the calendar year in which such annual rate is to be ascertained, and (z) divided by 360 or 365, as the case may be; (ii) the principle of deemed reinvestment or interest does not apply to any interest calculation under this Agreement; and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields. (d) If any provision of this Agreement or of any of the other Credit Documents would obligate any Credit Party to make any payment of interest with respect to the Obligations or other amount payable to any Lender in an amount or calculated at a rate which would result in a -163-

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Administrative Agent and the Lenders pursuant hereto shall be construed made and prepared in conformity withaccordance with GAAP as in effect from time to time during the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings or the Borrower to the Administrative Agent). Any changes in GAAP after the Closing Date, as applied in the preparation of such financial statements, or changes in the presentation of such financial statements that are mandated or otherwise required by a Governmental Authority, will be incorporated in such calculations, computations and all financial data (including financial ratios presentation unless Holdings, by written notice to the Administrative Agent, or the Administrative Agent or the Required Lenders, by written notice to Holdings, objects to the inclusion of such changes in GAAP or presentation, whereupon such changes in GAAP or presentation shall be excluded from calculations and other financial calculations) required to be submitted pursuant to computations hereunder until such time as the parties hereto have amended this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. (b) If at any time any to reflect appropriately the effect of such change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth presentation, and, in any Loan Document and either the Borrower or the Required Lenders shall so requestevent, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed in accordance with GAAP prior to such change and (ii) the Borrower Holdings shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Excess Cash Flow or such ratio or financial covenant requirement made before and after giving effect to such change in (GAAP or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation presentation. In furtherance of the accounts of Holdings and its Restricted Subsidiaries shall not include foregoing, Holdings, CAM, the consolidation of Borrower, the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, Administrative Agent and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (Lenders agree that to the extent that there is an amendment to this Agreement to reflect appropriately the pronouncements effect of any change in FAS 123r result GAAP or presentation as provided in recording an equity award the foregoing sentence the entrance into such amendment shall be at no cost to the Credit Parties other than the reimbursement of the Administrative Agent’s costs and expenses as a liability contemplated by Section 12.1. Interest hereunder based on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period Administrative Agent’s prime lending rate shall be made on a Pro Forma Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Original Closing Date that would require lease obligations that would be treated as operating leases as of the Original Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligations. (d) All computations of interest and other Fees hereunder shall be made computed on the basis of a year of 360 365 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicabledays in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day) occurring ). All other interest and all fees hereunder shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of an interest rate or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes. Any change in the period for interest rate on a Loan resulting from a change in the Base Rate or any reserve requirement with respect to eurocurrency funding shall become effective as of the opening of business on the day on which such interest change in the Base Rate is announced or Fees are payablesuch change in the reserve requirement with respect to eurocurrency funding becomes effective, as the case may be. Notwithstanding any other provision contained herein, (a) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect including ASU 2015-03, 1 and any other related treatment for debt discounts and premiums, such as original issue discount) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein and (b) for all purposes of this Agreement and the other Credit Documents, including negative covenants, financial covenants and component definitions, GAAP will be deemed to treat operating leases and Capital Leases in a manner consistent with the treatment under GAAP as in effect prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of Accounting Standards Update No. 2016-02.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Administrative Agent and the Lenders pursuant hereto shall be construed made and prepared in conformity withaccordance with GAAP as in effect from time to time during the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings or the Borrower to the Administrative Agent). Any changes in GAAP after the Closing Date, as applied in the preparation of such financial statements, or changes in the presentation of such financial statements that are mandated or otherwise required by a Governmental Authority, will be incorporated in such calculations, computations and all financial data (including financial ratios presentation unless Holdings, by written notice to the Administrative Agent, or the Administrative Agent or the Required Lenders, by written notice to Holdings, objects to the inclusion of such changes in GAAP or presentation, whereupon such changes in GAAP or presentation shall be excluded from calculations and other financial calculations) required to be submitted pursuant to computations hereunder until such time as the parties hereto have amended this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. (b) If at any time any to reflect appropriately the effect of such change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth presentation, and, in any Loan Document and either the Borrower or the Required Lenders shall so requestevent, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed in accordance with GAAP prior to such change and (ii) the Borrower Holdings shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Excess Cash Flow or such ratio or financial covenant requirement made before and after giving effect to such change in (GAAP or presentation. Interest and Fees shall be calculated on the basis of a 360-day year for the actual days elapsed. Any change in the application of) GAAP interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change in the Base Rate is reasonably necessary to demonstrate announced or such change in the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Eurocurrency Reserve Requirements becomes effective, as the case may be. Notwithstanding anything to the contrary any other provision contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (ya) all terms of an accounting or financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements nature used herein shall be preparedconstrued, and the First Lien Net Leverage Ratio all computations of amounts and Total Net Leverage Ratio ratios referred to herein shall be calculated, in each casemade, without giving effect to any election under FASB ASC 825 Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar accounting principleresult or effect including ASU 2015-03, 1 and any other related treatment for debt discounts and premiums, such as original issue discount) permitting a Person to value its any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein and (b) for all purposes of this Agreement and the other Credit Documents, including negative covenants, financial liabilities at covenants and component definitions, GAAP will be deemed to treat operating leases and Capital Leases in a manner consistent with the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (treatment under GAAP as in effect prior to the extent that issuance by the pronouncements in FAS 123r result in recording an equity award as a liability Financial Accounting Standards Board on the consolidated balance sheet February 25, 2016 of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma BasisAccounting Standards Update No. For the avoidance of doubt, notwithstanding any changes in GAAP after the Original Closing Date that would require lease obligations that would be treated as operating leases as of the Original Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligations2016-02. (d) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All Except as otherwise expressly provided herein, terms of an accounting terms not specifically or completely defined herein financial nature shall be construed in conformity withconstrued, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement statements shall be prepared and related computations and determinations shall be made, in conformity with, accordance with GAAP, except as otherwise specifically prescribed herein. in effect from time to time; provided that, if any Borrower notifies the Administrative Agent that such Borrower requests 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 (b) If at or if the Administrative Agent notifies the Borrowers that the Administrative Agent or the Required Lenders request an amendment to any time 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 terms shall be construed, or computations or determinations made, on the basis of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth as in any Loan Document effect and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of applied immediately before such change in (shall have become effective until such notice shall have been withdrawn or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed provision amended in accordance with GAAP prior to such 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 Excess Cash Flow or such ratio or financial covenant made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratioherewith. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Original Closing Date that would require lease obligations that would be treated as operating leases as of the Original Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligations. (d) All computations of interest interest, Commitment Commission and other Fees (other than Drawing Fees) hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to save in the Prime Lending Rate, which case of amounts denominated in Pounds Sterling or Australian Dollars where a year shall be based on a year of 365 or 366 days, as applicable) days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Lenders pursuant hereto shall be construed in conformity with, made and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAPaccordance with generally accepted accounting principles in the United StatesGAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Company to the Lenders; it being understood and agreed that notes may be absent in the interim financial statements). In addition, except as otherwise specifically prescribed provided herein. , all computations determining compliance with Sections 4.02 and 8, including definitions used therein, and for all purposes of determining Capital Expenditures, the Interest Coverage Ratio, Net Leverage Ratio and Senior Secured Net Leverage Ratio, shall utilize accounting principles and policies in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Amendment and Restatement EffectiveClosing Date in GAAP or in the application thereof on the operation of such provision (b) If at , including without limitation in the event of an accounting change requiring all leases to be capitalized, or if the Administrative Agent notifies the Company that it or the Required Lenders request an amendment to any time provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth in any Loan Document thereof, then such provision shall be interpreted and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be computed 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 with GAAP prior to such change and (ii) herewith. Notwithstanding 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 Excess Cash Flow or such ratio or financial covenant made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding anything to the contrary contained hereinforegoing, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that expressly required pursuant to the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet provisions of Holdings and its Subsidiaries in the circumstance wherethis Agreement, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period certain calculations shall be made on a Pro Forma Basispro forma basis. For In furtherance of the avoidance foregoing, at the request of doubtthe Company, notwithstanding the Company, the Administrative Agent and the Lenders agree to negotiate in good faith any such amendment addressing the impact of changes in GAAP after upon the Original Closing Date that would require lease obligations that would be treated as operating leases as covenants (financial or otherwise) at no cost to the Company and its Subsidiaries other than the reimbursement of the Original Closing Date to be classified Administrative Agent’s cost and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligationsexpenses contemplated by Section 11.01(a). (db) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting terms not specifically or completely defined herein The financial statements to be furnished to the Lenders pursuant hereto shall be construed in conformity with, made and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise specifically prescribed herein. disclosed in writing by the U.S. Borrower to the Lenders), provided that (bi) If if at any time any change in U.S. GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or is reasonably likely to cause any financial ratio or financial term or definition requirement set forth in any Loan Document to be violated or to impose additional obligations on the Borrowers, or to prevent any such violation or any such imposition absent such change, and either the U.S. Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders Agent and the U.S. Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant requirement to preserve the original intent thereof in light of such change in U.S. GAAP (or in subject to the application of) GAAPapproval of the Required Lenders); provided that, until so amended, (ix) Excess Cash Flow and such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (iiy) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Excess Cash Flow or such ratio or financial covenant requirement made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computationU.S. GAAP, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that expressly required pursuant to the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet provisions of Holdings and its Subsidiaries in the circumstance wherethis Agreement, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period certain calculations shall be made on a Pro Forma Basis. For Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the avoidance of doubt, notwithstanding any changes extent incurred or expended in GAAP after a currency other than Dollars) shall be converted into Dollars on the Original Closing Date that would require lease obligations that would be treated as operating leases as basis of the Original Closing Date exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to be classified and accounted for the Administrative Agent) as Capital Lease Obligations or otherwise reflected in effect on the consolidated balance sheet date of Holdings such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and its Subsidiariesto the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such obligations shall continue exchange rates, on such other basis as is reasonably satisfactory to be excluded from the definition Administrative Agent) as in effect on the date of Indebtedness and Capital Lease Obligationsany new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time). (db) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.