Common use of Calculations; Computations Clause in Contracts

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP in effect from time to time; provided that if the Company notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right, if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the election, which election shall, for purposes of this Agreement, be treated as a permitted change in GAAP and shall be subject to the terms of the immediately preceding sentence. Notwithstanding any other provision contained herein, (i) 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 Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect) and (ii) any lease which was (or would have been) classified as an operating lease under the Company’s accounting treatment thereof in accordance with GAAP as in effect on the Closing Date shall not constitute a Capital Lease, and the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) subsequent to the Closing Date (whether before or after the SecondFourth Amendment Effective Date) relating to the treatment of a lease as an operating lease or capitalized lease. (b) The calculation of any financial ratios under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number).

Calculations; Computations. (a) 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 effect from time to timethe notes thereto); provided, that, (i) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 2.14 and 9 and calculations of the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Interest Coverage Ratio, shall utilize GAAP; provided, that if the Company Borrower notifies the Administrative Agent that it the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right; provided, further, that if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated such an amendment is requested by the International Accounting Standards Board (Borrower or any successor board or agency)the Required Lenders, as then the Borrower and the Required Lenders shall negotiate in effect on the date good faith to enter into an amendment of the electionrelevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof, which election shall(ii) except as otherwise expressly provided herein, for purposes of this Agreementcalculating financial terms, be treated as a permitted change in GAAP all covenants and related definitions, all such calculations shall be subject based on the operations, assets and results of the Borrower and its Subsidiaries on a consolidated basis, (iii) notwithstanding anything to the terms of the immediately preceding sentence. Notwithstanding any other provision contrary contained herein, (i) all terms of an accounting covenants and financial ratios contained herein or financial nature used herein in any other Credit Document shall be construedcalculated, and all computations of amounts and ratios referred to herein shall be madein each case, without giving effect to Statement of Financial Accounting Standards 141R or any election under FASB ASC 805 825 (or any other similar accounting principle) permitting a Person to value its financial accounting standard having a similar result or effectliabilities at the fair value thereof, (iv) and (ii) any lease which was (or would have been) classified as an operating lease under all financial statements delivered to the Company’s accounting treatment thereof Administrative Agent in accordance with the terms of this Agreement after the date of any accounting change shall contain a schedule showing the adjustments, if any, necessary to reconcile such financial statements with GAAP as in effect on immediately prior to such accounting changes, and (v) all references in this Agreement to a four-Fiscal Quarter period of the Borrower referring to a period prior to the Closing Date shall not constitute a Capital Lease, and refer to the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) subsequent applicable period prior to the Closing Date (whether before or after as if the SecondFourth Amendment Effective Date) relating to Borrower had existed and the treatment Transaction has occurred on the first day of a lease as an operating lease or capitalized leasesaid period. (b) The All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, 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 are payable. (c) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Dividend or (y) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (y) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratios ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (c) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) [Reserved]. (f) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Lease Obligations in conformity with GAAP on the date hereof shall be considered Capitalized Lease Obligations, and all calculations and deliverables under this Agreement or any other Credit Document shall be calculated by dividing the appropriate component by the other componentmade or delivered, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down as applicable, in accordance therewith (provided that together with all financial statements delivered to the nearest number (Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrower shall deliver a rounding-down if there is no nearest numberschedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a) 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 effect from time the notes thereto); provided, that, (i) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Section 2.14, shall utilize GAAP and policies in conformity with those used to timeprepare the Pro Forma Financial Statements (subject to purchase accounting and other adjustments reasonably satisfactory to the Required Lenders as a result of the Acquisition); provided provided, that if the Company Borrower notifies the Administrative Agent that it the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right; provided, further, that if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated such an amendment is requested by the International Accounting Standards Board (Borrower or any successor board or agency)the Required Lenders, as then the Borrower and the Required Lenders shall negotiate in effect on the date good faith to enter into an amendment of the electionrelevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof, which election shall(ii) except as otherwise expressly provided herein, for purposes of this Agreementcalculating financial terms, be treated as a permitted change in GAAP all covenants and related definitions, all such calculations shall be subject based on the operations, assets and results of the Borrower and its Restricted Subsidiaries on a consolidated basis, (iii) notwithstanding anything to the terms of the immediately preceding sentence. Notwithstanding any other provision contrary contained herein, (i) all terms of an accounting covenants and financial ratios contained herein or financial nature used herein in any other Credit Document shall be construedcalculated, and all computations of amounts and ratios referred to herein shall be madein each case, without giving effect to Statement of Financial Accounting Standards 141R or any election under FASB ASC 805 825 (or any other similar accounting principle) permitting a Person to value its financial accounting standard having a similar result or effectliabilities at the fair value thereof, (iv) and (ii) any lease which was (or would have been) classified as an operating lease under all financial statements delivered to the Company’s accounting treatment thereof Administrative Agent in accordance with the terms of this Agreement after the date of any accounting change shall contain a schedule showing the adjustments, if any, necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting changes, and (v) all references in this Agreement to a four-Fiscal Quarter period of the Borrower referring to a period prior to the Closing Date shall refer to the applicable period prior to the Closing Date as if the Borrower had existed and the Transaction has occurred on the first day of said period. (b) All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, 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 are payable. (c) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the Closing Date) that would constitute Capitalized Lease Obligations in conformity with GAAP on the Closing Date shall not constitute a Capital Lease, and the obligations or liabilities thereunder shall not constitute be considered Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) subsequent to the Closing Date (whether before or after the SecondFourth Amendment Effective Date) relating to the treatment of a lease as an operating lease or capitalized lease. (b) The calculation of any financial ratios and all calculations and deliverables under this Agreement or any other Credit Document shall be calculated by dividing the appropriate component by the other componentmade or delivered, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down as applicable, in accordance therewith (provided that together with all financial statements delivered to the nearest number (Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrower shall deliver a rounding-down if there is no nearest numberschedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a) 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 the Company to the Lenders); provided that, (i) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining the Fixed Charge Coverage Ratio and the Total Secured Leverage Ratio in determining compliance with Section 9.13 and Section 10 shall 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 from time as of, October 31, 2011not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to time; be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP (provided that if the Company notifies the Administrative Agent that it requests an amendment to at any provision hereof to eliminate the effect of time any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as would affect the computation of any financial ratio or financial term or definition set forth in effect any Credit Document and applied immediately before such change either the Company or the Required Lenders shall have become effective until such notice so request, the Administrative Agent, the Lenders and the Borrowers shall have been withdrawn or such provision amended negotiate in accordance herewith. The Company shall have the right, if required by relevant regulatory authorities, good faith to adopt the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board amend (or any successor board or agency), as in effect on the date of the election, which election shall, for purposes of this Agreement, be treated as a permitted change in GAAP and shall be subject to the terms approval of the immediately preceding sentence. Notwithstanding any other provision contained hereinRequired Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided, further, that, until so amended, (i) all terms such ratio shall continue to be computed in accordance with GAAP prior to such change and (ii) the Company 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 an accounting such ratio or financial nature used herein 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 and compliance (or non-compliance) with such ratio) , (ii) notwithstanding anything to the contrary contained herein, all such financial statements shall be construedprepared, and all computations of amounts and ratios referred to financial covenants contained herein or in any other Credit Document shall be madecalculated, in each case, without giving effect to Statement (x) 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 (y) any treatment of Financial Indebtedness in respect of convertible debt instruments under Accounting Standards 141R or ASC 805 Codification 470-20 (or any other financial accounting standard Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis and (iiiv) notwithstanding anything in the foregoing to the contrary, for purposes of determining compliance with Section 5.02(b) or (c), Section 10 or any lease which other incurrence or expenditure test set forth herein with respect to any amount in a currency other than U.S. Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time of such incurrence or expenditure or receipt of any such amount (so long as such incurrence or expenditure or receipt of any such amount, at the time incurred, made, received or acquired, was permitted hereunder). For purposes of determining compliance with any U.S. Dollar-denominated restriction or exception provided for in Section 5.02(b) or (c), Section 10 or would have been) classified as an operating lease under any other incurrence or expenditure test set forth herein, the Company’s accounting treatment U.S. Dollar-equivalent amount thereof denominated in accordance with GAAP as a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the Closing Date shall not constitute date of such incurrence or expenditure or receipt of any such amount, or first committed, in the case of revolving credit debt; provided that if any Indebtedness otherwise permitted to be incurred hereunder is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a Capital Leaseforeign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the obligations applicable U.S. Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or liabilities thereunder shall not constitute Capitalized Lease Obligationsdefeasance, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) subsequent to the Closing Date (whether before or after the SecondFourth Amendment Effective Date) relating to the treatment of a lease as an operating lease or capitalized lease. (b) The calculation of any financial ratios under this Agreement such U.S. Dollar-denominated restriction shall be calculated by dividing deemed not to have been exceeded so long as the appropriate component by principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other component, carrying the result to one place more than the number of places by which reasonable costs and expenses (including original issue discount) incurred in connection with such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number)refinancing.

Calculations; Computations. (a) 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 effect from time to timethe notes thereto); provided, that, (i) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Section 9 and calculations of the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Interest Coverage Ratio, shall utilize GAAP; provided, that if the Company Borrower notifies the Administrative Agent that it the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right; provided, further, that if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated such an amendment is requested by the International Accounting Standards Board (Borrower or any successor board or agency)the Required Lenders, as then the Borrower and the Required Lenders shall negotiate in effect on the date good faith to enter into an amendment of the electionrelevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof, which election shall(ii) except as otherwise expressly provided herein, for purposes of this Agreementcalculating financial terms, be treated as a permitted change in GAAP all covenants and related definitions, all such calculations shall be subject based on the operations, assets and results of the Borrower and its Subsidiaries on a consolidated basis, (iii) notwithstanding anything to the terms of the immediately preceding sentence. Notwithstanding any other provision contrary contained herein, (i) all terms of an accounting covenants and financial ratios contained herein or financial nature used herein in any other Credit Document shall be construedcalculated, and all computations of amounts and ratios referred to herein shall be madein each case, without giving effect to Statement of Financial Accounting Standards 141R or any election under FASB ASC 805 825 (or any other similar accounting principle) permitting a Person to value its financial accounting standard having a similar result or effectliabilities at the fair value thereof, (iv) and (ii) any lease which was (or would have been) classified as an operating lease under all financial statements delivered to the Company’s accounting treatment thereof Administrative Agent in accordance with the terms of this Agreement after the date of any accounting change shall contain a schedule showing the adjustments, if any, necessary to reconcile such financial statements with GAAP as in effect on immediately prior to such accounting changes, and (v) all references in this Agreement to a four-Fiscal Quarter period of the Borrower referring to a period prior to the Closing Date shall not constitute a Capital Lease, and refer to the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) subsequent applicable period prior to the Closing Date (whether before or after as if the SecondFourth Amendment Effective Date) relating to Borrower had existed and the treatment Transaction has occurred on the first day of a lease as an operating lease or capitalized leasesaid period. (b) The All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, 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 are payable. (c) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Dividend or (y) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (y) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratios ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (c) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) [Reserved]. (f) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Lease Obligations in conformity with GAAP on the date hereof shall be considered Capitalized Lease Obligations, and all calculations and deliverables under this Agreement or any other Credit Document shall be calculated by dividing the appropriate component by the other componentmade or delivered, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down as applicable, in accordance therewith (provided that together with all financial statements delivered to the nearest number (Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrower shall deliver a rounding-down if there is no nearest numberschedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in effect from time 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 Borrower to timethe Lenders and except that quarterly financial statements may not include notes and are subject to year-end adjustments); provided that if that, except as otherwise specifically provided herein, all computations determining compliance with Sections 9.08 through 9.10, inclusive, and the Company notifies Applicable Margin shall utilize accounting principles and policies in conformity with those used to prepare the Administrative Agent that it requests an amendment historical financial statements delivered to any provision hereof the Lenders pursuant to eliminate Section 7.05(a) (with the effect foregoing generally accepted accounting principles, subject to the preceding proviso, herein called “GAAP”). In the event of any change occurring changes (“Accounting Changes”) in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right, if accounting principles required by relevant regulatory authoritiesthe promulgation of any rule, to adopt regulation, pronouncement or opinion of the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the electionAmerican Institute of Certified Public Accountants or, which election shallif applicable, for purposes the SEC, if such Accounting Changes result in a change in the method of calculation of financial covenants, standards or terms of this Agreement, be treated then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as a permitted change in GAAP and to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be subject to the terms of same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the immediately preceding sentence. Notwithstanding any other provision contained hereinBorrower, (i) 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 Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect) and (ii) any lease which was (or would have been) classified as an operating lease under the Company’s accounting treatment thereof in accordance with GAAP as in effect on the Closing Date shall not constitute a Capital Lease, Administrative Agent and the obligations or liabilities thereunder Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated as if such Accounting Changes had not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) subsequent to the Closing Date (whether before or after the SecondFourth Amendment Effective Date) relating to the treatment of a lease as an operating lease or capitalized leaseoccurred. (b) The calculation All computations of any financial ratios under this Agreement interest payable at the Eurodollar Rate, Commitment Commission and Fees hereunder shall be calculated by dividing made on the appropriate component by basis of a year of 360 days for the other component, carrying the result to one place more than the actual number of places by days (including the first day but excluding the last day) occurring in the period for which such ratio interest, Commitment Commission or Fees are payable. All computations of interest payable at the Base Rate shall be made on the basis on a year of 365 (or 366, as applicable) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number)payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in effect from time the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to timethe Lenders); provided that if the Company notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right, if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the election, which election shall, for purposes of this Agreement, be treated as a permitted change in GAAP and shall be subject to the terms of the immediately preceding sentence. Notwithstanding any other provision contained hereinthat, (i) except as otherwise specifically provided herein, all accounting and financial terms of an accounting or financial nature used herein shall utilize generally accepted accounting principles and policies in conformity with those used to prepare the December 31, 2010 year-end historical financial statements of Holdings and its Subsidiaries referred to in Section 8.05(a) (“Existing GAAP”) (ii) notwithstanding anything to the contrary contained herein, all such financial statements shall be construedprepared, and all computations of amounts and ratios referred to financial covenants contained herein or in any other Credit Document shall be madecalculated, in each case, without giving effect to Statement of Financial Accounting Standards 141R or any election under FASB ASC 805 825 (or any other similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis, (iv) for the period from the Initial Borrowing Date through and including the Existing Holdings Notes Redemption Date, all computations and all definitions (including accounting standard having a similar result or effectterms) used in determining the Applicable Margins and the Incremental Commitment Requirements and compliance with Sections 2.17(a), 9.15, 10.03(vi), 10.03(vii), 10.04(xi), 10.05(xiv), 10.08(i)(y), 10.08(i)(z) and 10.07 shall be calculated as if the Existing Holdings Notes were not outstanding and as if there was no interest expense associated therewith, and (iiv) any lease which was (or would have been) classified as an for the avoidance of doubt, all operating lease expense and other liabilities with respect to leases of Holdings and its Subsidiaries that would constitute operating leases under the Company’s accounting treatment thereof in accordance with Existing GAAP as in effect on the Closing Date shall not constitute a be included in the calculations of Indebtedness, Capital Lease, and the obligations Expenditures or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) subsequent to the Closing Date (whether before or after the SecondFourth Amendment Effective Date) relating to the treatment of a lease as an operating lease or capitalized leaseConsolidated Interest Expense hereunder. (b) The calculation All computations of any financial ratios under this Agreement interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by dividing reference to the appropriate component by Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the other component, carrying the result to one place more than the actual number of places by 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 ratio is expressed herein and rounding the result up interest, Commitment Commission or down to the nearest number (with a rounding-down if there is no nearest number)Fees are payable.

Calculations; Computations. (ai) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP IFRS consistently applied throughout the periods involved (except as set forth in effect from time to timethe notes thereto); provided that (g) except as otherwise specifically provided herein, all computations of Excess Cash Flow and the Applicable Margin, and all computations and all definitions (including accounting terms) used in determining compliance with Section 8.13, shall utilize IFRS and policies in conformity with those used to prepare the audited financial statements of the Borrower referred to in Section 7.05(a)(i) for the fiscal year of the Borrower ended May 31, 2013 and, (h) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis; provided, further, that if any change in IFRS (including any change that is the Company notifies result of an election by the Borrower that its financial statements be prepared and maintained in accordance with GAAP or Canadian GAAP) results in a change in the calculation of the financial covenants or interpretation of related provisions of this Agreement or any other Credit Document, then the Borrower, the Administrative Agent that it requests an amendment and the Lenders agree to any provision hereof amend such provisions of this Agreement so as to eliminate the effect of equitably reflect such changes in IFRS (including any change occurring that is the result of an election by the Borrower that its financial statements be prepared and maintained in accordance with GAAP or in Canadian GAAP) with the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company desired result that the Required Lenders request an amendment to any provision hereof criteria for such purpose), regardless of whether any such notice is given before or evaluating the Borrower’s financial condition shall be the same after such change in IFRS as if such change had not been made; provided, further, that, notwithstanding any other provision of this Agreement, the Required Lenders’ agreement to any amendment of such provisions shall be sufficient to bind all Lenders; provided, further, that until such time as the financial covenants and the related provisions of this Agreement have been amended in accordance with the terms of this paragraph, the calculations of financial covenants and the interpretation of any related provisions shall be calculated and interpreted in accordance with IFRS as in effect immediately prior to such change in IFRS (including any change that is the result of an election by the Borrower that its financial statements be prepared and maintained in accordance with GAAP or in the application thereofCanadian GAAP); provided, then such provision further, that all determinations made pursuant to any applicable leverage test or any financial definition used therein shall be interpreted determined on the basis of GAAP IFRS as applied and in effect and applied immediately before such the relevant change shall have become effective in IFRS or the application thereof became effective, until such notice shall have been withdrawn leverage test or such provision amended in accordance herewith. The Company shall have the right, if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the election, which election shall, for purposes of this Agreement, be treated as a permitted change in GAAP and shall be subject to the terms of the immediately preceding sentencefinancial definition is amended. Notwithstanding any other provision contained herein, (i) 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 Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect) and (ii) ). Notwithstanding any changes in IFRS after the Closing Date, any lease which was (of the Borrower or the Subsidiaries that would have been) classified be characterized as an operating lease under the Company’s accounting treatment thereof in accordance with GAAP as IFRS in effect on the Closing Date shall not constitute a Capital Lease, and the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) subsequent to the Closing Date (whether such lease is entered into before or after the SecondFourth Amendment Effective Closing Date) relating to the treatment shall not constitute Indebtedness or a Capitalized Lease Obligation under this Agreement or any other Credit Document as a result of a lease as an operating lease or capitalized leasesuch changes in IFRS. (bj) All computations of interest (other than interest based on the Base Rate) and other Fees hereunder shall be made on the basis of a year of 360 days 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. All computations of interest determined by reference to the Base Rate shall be based on a 365 day or 366 day year, as the case may be. (k) The calculation of any financial ratios under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number).

Calculations; Computations. (a) 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 effect from time the notes thereto); provided, that (i) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.16 and 10 and calculations of the Fixed Charge Coverage Ratio and the First Lien Net Leverage Ratio, shall utilize GAAP and policies in conformity with those used to timeprepare the Pro Forma Financial Statements (subject to purchase accounting and other adjustments reasonably satisfactory to the Administrative Agent as a result of the Acquisition); provided provided, that if the Company notifies Borrowers notify the Administrative Agent that it requests the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right; provided, further, that if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated such an amendment is requested by the International Accounting Standards Board (Borrowers or any successor board or agency)the Required Lenders, as then the Borrowers and the Administrative Agent shall negotiate in effect on the date good faith to enter into an amendment of the electionrelevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof, which election shall(ii) except as otherwise expressly provided herein, for purposes of this Agreementcalculating financial terms, all covenants and related definitions, all such calculations shall be treated as based on the operations, assets and results of the Company and its Restricted Subsidiaries on a permitted change in GAAP consolidated basis and shall be subject made without giving effect to the terms operations, assets or results of any Unrestricted Subsidiaries, (iii) notwithstanding anything to the immediately preceding sentence. Notwithstanding any other provision contrary contained herein, (i) all terms of an accounting covenants and financial ratios contained herein or financial nature used herein in any other Credit Document shall be construedcalculated, and all computations of amounts and ratios referred to herein shall be madein each case, without giving effect to Statement of Financial Accounting Standards 141R or any election under FASB ASC 805 825 (or any other similar accounting principle) permitting a Person to value its financial accounting standard having a similar result or effectliabilities at the fair value thereof, (iv) and (ii) any lease which was (or would have been) classified as an operating lease under all financial statements delivered to the Company’s accounting treatment thereof Administrative Agent in accordance with the terms of this Agreement after the date of any accounting change shall contain a schedule showing the adjustments, in any, necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting changes, and (v) all references in this Agreement to a four-Fiscal Quarter period of the Company referring to a period prior to the Effective Date shall refer to the applicable period prior to the Effective Date as if the Company had existed and the Transaction has occurred on the Closing Date shall not constitute a Capital Lease, and the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation first day of any previously promulgated changes in GAAP) subsequent to the Closing Date (whether before or after the SecondFourth Amendment Effective Date) relating to the treatment of a lease as an operating lease or capitalized leasesaid period. (b) The All computations of 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 Rate in the case of Base Rate Loans, 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 are payable. (c) Notwithstanding anything to the contrary herein, at any time after an IPO, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrowers, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (A) the declaration of such Dividend or (B) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (1) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (2) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratios ratio or test (including, without limitation, Section 10.11, any Fixed Charge Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Lease Obligations in conformity with GAAP on the date hereof shall be considered Capitalized Lease Obligations, and all calculations and deliverables under this Agreement or any other Credit Document shall be calculated by dividing the appropriate component by the other componentmade or delivered, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down as applicable, in accordance therewith (provided, that together with all financial statements delivered to the nearest number (Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrowers shall deliver a rounding-down if there is no nearest numberschedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP 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 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 that, if the Company notifies the Administrative Agent that it 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 (, 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 thereof, then such provision shall be interpreted and 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 herewith. The Company shall have Notwithstanding the right, if required by relevant regulatory authoritiesforegoing, to adopt the International Financial Reporting Standards, as promulgated by extent expressly required pursuant to the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the election, which election shall, for purposes provisions of this Agreement, be treated as a permitted change in GAAP and certain calculations shall be subject to the terms made on a pro forma basis. In furtherance of the immediately preceding sentence. Notwithstanding any other provision contained hereinforegoing, (i) all terms at the request 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 Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect) and (ii) any lease which was (or would have been) classified as an operating lease under the Company’s accounting treatment thereof in accordance with GAAP as in effect on , the Closing Date shall not constitute a Capital LeaseCompany, the Administrative Agent and the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding Lenders agree to negotiate in good faith any such amendment addressing the impact of changes in GAAP upon the covenants (financial or the required implementation of any previously promulgated changes in GAAPotherwise) subsequent at no cost to the Closing Date (whether before or after Company and its Subsidiaries other than the SecondFourth Amendment Effective Date) relating to reimbursement of the treatment of a lease as an operating lease or capitalized leaseAdministrative Agent’s cost and expenses contemplated by Section 11.01(a). (b) The calculation All computations of any financial ratios under this Agreement interest and Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by dividing reference to the appropriate component by Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the other component, carrying the result to one place more than the actual number of places by days (including the first day but excluding the last day) occurring in the period for which such ratio is expressed herein and rounding the result up interest or down to the nearest number (with a rounding-down if there is no nearest number)Fees are payable.

Calculations; Computations. (a) 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 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 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 and Senior Secured Net Leverage Ratio, shall utilize accounting principles and policies in effect from time to time; provided that that, if the Company notifies the Administrative Agent that it the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (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 thereof, then such provision shall be interpreted and 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 herewith. The Company shall have Notwithstanding the right, if required by relevant regulatory authoritiesforegoing, to adopt the International Financial Reporting Standards, as promulgated by extent expressly required pursuant to the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the election, which election shall, for purposes provisions of this Agreement, be treated as a permitted change in GAAP and certain calculations shall be subject to the terms made on a pro forma basis. In furtherance of the immediately preceding sentence. Notwithstanding any other provision contained hereinforegoing, (i) all terms at the request 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 Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect) and (ii) any lease which was (or would have been) classified as an operating lease under the Company’s accounting treatment thereof in accordance with GAAP as in effect on , the Closing Date shall not constitute a Capital LeaseCompany, the Administrative Agent and the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding Lenders agree to negotiate in good faith any such amendment addressing the impact of changes in GAAP upon the covenants (financial or the required implementation of any previously promulgated changes in GAAPotherwise) subsequent at no cost to the Closing Date (whether before or after Company and its Subsidiaries other than the SecondFourth Amendment Effective Date) relating to reimbursement of the treatment of a lease as an operating lease or capitalized leaseAdministrative Agent’s cost and expenses contemplated by Section 11.01(a). (b) The calculation All computations of any financial ratios under this Agreement interest and Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by dividing reference to the appropriate component by Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the other component, carrying the result to one place more than the actual number of places by days (including the first day but excluding the last day) occurring in the period for which such ratio is expressed herein and rounding the result up interest or down to the nearest number (with a rounding-down if there is no nearest number)Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP in effect from time to time; provided that if the Company notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall CHAR1\0000000x0 have the right, if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the election, which election shall, for purposes of this Agreement, be treated as a permitted change in GAAP and shall be subject to the terms of the immediately preceding sentence. Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect) and (ii) Financial Accounting Standards Board Accounting Standards Codification 825 and Financial Accounting Standards Board Accounting Standards Codification 470-20 on financial liabilities. Notwithstanding any other provision contained herein, any lease which was (or would have been) classified as an operating lease under the Company’s accounting treatment thereof in accordance with GAAP as in effect on the Closing Date date of the Existing Credit Agreement shall not constitute a Capital Leasecapital lease under this Agreement, and the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligationscapitalized lease obligations under this Agreement, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) subsequent to the Closing Date date of the Existing Credit Agreement (whether before or after the SecondFourth Amendment Effective Closing Date) relating to the treatment of a lease as an operating lease or capitalized lease. (b) The calculation of any financial ratios under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number).

Calculations; Computations. (a) 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 effect from time the notes thereto); provided, that (i) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.17 and 10 and calculations of the Fixed Charge Coverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio, shall utilize GAAP and policies in conformity with those used to timeprepare the Pro Forma Financial Statements (subject to purchase accounting and other adjustments reasonably satisfactory to the Administrative Agent as a result of the Acquisition); provided provided, that if the Company notifies Borrowers notify the Administrative Agent that it requests the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right; provided, further, that if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated such an amendment is requested by the International Accounting Standards Board (Borrowers or any successor board or agency)the Required Lenders, as then the Borrowers and the Administrative Agent shall negotiate in effect on the date good faith to enter into an amendment of the electionrelevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof, which election shall(ii) except as otherwise expressly provided herein, for purposes of this Agreementcalculating financial terms, be treated as a permitted change in GAAP all covenants and related definitions, all such calculations shall be subject based on the operations, assets and results of the Company and its Subsidiaries on a consolidated basis, (iii) notwithstanding anything to the terms of the immediately preceding sentence. Notwithstanding any other provision contrary contained herein, (i) all terms of an accounting covenants and financial ratios contained herein or financial nature used herein in any other Credit Document shall be construedcalculated, and all computations of amounts and ratios referred to herein shall be madein each case, without giving effect to Statement of Financial Accounting Standards 141R or any election under FASB ASC 805 825 (or any other similar accounting principle) permitting a Person to value its financial accounting standard having a similar result or effectliabilities at the fair value thereof, (iv) and (ii) any lease which was (or would have been) classified as an operating lease under all financial statements delivered to the Company’s accounting treatment thereof Administrative Agent in accordance with the terms of this Agreement after the date of any accounting change shall contain a schedule showing the adjustments, in any, necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting changes, and (v) all references in this Agreement to a four-Fiscal Quarter period of the Company referring to a period prior to the Effective Date shall refer to the applicable period prior to the Effective Date as if the Company had existed and the Transaction has occurred on the Closing Date shall not constitute a Capital Lease, and the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation first day of any previously promulgated changes in GAAP) subsequent to the Closing Date (whether before or after the SecondFourth Amendment Effective Date) relating to the treatment of a lease as an operating lease or capitalized leasesaid period. (b) The All computations of 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 Rate in the case of Base Rate Loans, 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 are payable. (c) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrowers, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (A) the declaration of such Dividend or (B) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (1) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (2) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratios ratio or test (including, without limitation, Section 10.11, any Fixed Charge Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Lease Obligations in conformity with GAAP on the date hereof shall be considered Capitalized Lease Obligations, and all calculations and deliverables under this Agreement or any other Credit Document shall be calculated by dividing the appropriate component by the other componentmade or delivered, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down as applicable, in accordance therewith (provided, that together with all financial statements delivered to the nearest number (Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrowers shall deliver a rounding-down if there is no nearest numberschedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a) 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 effect from time the notes thereto or as otherwise disclosed in writing by the Borrower to timethe Lenders); provided that if the Company notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right, if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the election, which election shall, for purposes of this Agreement, be treated as a permitted change in GAAP and shall be subject i) notwithstanding anything to the terms of the immediately preceding sentence. Notwithstanding any other provision contrary contained herein, (i) all terms of an accounting or such financial nature used herein statements shall be construedprepared, and all computations of amounts and ratios referred to financial covenants contained herein or in any other Credit Document shall be madecalculated, in each case, without giving effect to Statement of Financial Accounting Standards 141R or any election under FASB ASC 805 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, (ii) to the extent expressly provided herein, certain calculations shall be made on a pro forma basis, and (iii) for the avoidance of doubt, all operating lease expense and other liabilities with respect to leases of the Borrower and its Subsidiaries that would constitute operating leases under GAAP as of the Initial Borrowing Date shall not be included in the calculations of Indebtedness, Capital Expenditures or Consolidated Interest Expense hereunder. 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 13.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of any of the Borrower, the Administrative Agent or the Required Lenders, 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 accounting standard having a similar result or effectcondition of the Borrower 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 Borrower and the Required Lenders, (a) 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 (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 9.01(a), (b), (c) and (iif) any lease that show the material differences between the financial statements delivered (which was (or would have beenreflect such Accounting Change) classified as an operating lease under the Company’s accounting treatment thereof in accordance with GAAP as in effect on the Closing Date shall not constitute a Capital Lease, and the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP basis for calculating financial covenant compliance (or the required implementation of any previously promulgated changes in GAAP) subsequent to the Closing Date (whether before or after the SecondFourth Amendment Effective Date) relating to the treatment of a lease as an operating lease or capitalized leasewithout reflecting such Accounting Change). (b) The calculation All computations of any financial ratios under this Agreement interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by dividing reference to the appropriate component by Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the other component, carrying the result to one place more than the actual number of places by 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 ratio is expressed herein and rounding the result up interest, Commitment Commission or down to the nearest number (with a rounding-down if there is no nearest number)Fees are payable.

Calculations; Computations. (a) 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 effect from time to timethe notes thereto); provided, that, (i) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 2.15, 8.13 and 9 and calculations of the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Total Net Leverage Ratio, shall utilize GAAP; provided, that if the Company Borrower notifies the Administrative Agent that it the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right; provided, further, that if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated such an amendment is requested by the International Accounting Standards Board (Borrower or any successor board or agency)the Required Lenders, as then the Borrower and the Administrative Agent shall negotiate in effect on the date good faith to enter into an amendment of the electionrelevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof, which election shall(ii) except as otherwise expressly provided herein, for purposes of this Agreementcalculating financial terms, be treated as a permitted change in GAAP all covenants and related definitions, all such calculations shall be subject based on the operations, assets and results of the Borrower and its Subsidiaries on a consolidated basis, (iii) notwithstanding anything to the terms of the immediately preceding sentence. Notwithstanding any other provision contrary contained herein, (i) all terms of an accounting covenants and financial ratios contained herein or financial nature used herein in any other Credit Document shall be construedcalculated, and all computations of amounts and ratios referred to herein shall be madein each case, without giving effect to Statement of Financial Accounting Standards 141R or any election under FASB ASC 805 825 (or any other similar accounting principle) permitting a Person to value its financial accounting standard having a similar result or effectliabilities at the fair value thereof, (iv) and (ii) any lease which was (or would have been) classified as an operating lease under all financial statements delivered to the Company’s accounting treatment thereof Administrative Agent in accordance with the terms of this Agreement after the date of any accounting change shall contain a schedule showing the adjustments, if any, necessary to reconcile such financial statements with GAAP as in effect on immediately prior to such accounting changes, and (v) all references in this Agreement to a four-Fiscal Quarter period of the Borrower referring to a period prior to the Closing Date shall not constitute a Capital Lease, and refer to the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) subsequent applicable period prior to the Closing Date (whether before or after as if the SecondFourth Amendment Effective Date) relating to Borrower had existed and the treatment Transaction has occurred on the first day of a lease as an operating lease or capitalized leasesaid period. (b) The All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, 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 are payable. (c) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Dividend or (y) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (y) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratios under this Agreement ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated by dividing at the appropriate component by time such action is taken (subject to clause (c) above), such change is made, such transaction is consummated or such event occurs, as the other componentcase may be, carrying and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the result to one place more than time such action is taken, such change is made, such transaction is consummated or such event occurs, as the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number case may be. (with a rounding-down if there is no nearest number)e) [Reserved].

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in effect from time 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 Borrower to timethe Lenders and except that monthly and quarterly financial statements may not include notes and are subject to year-end adjustments); provided that if that, except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with Sections 9.07 through 9.12, inclusive, and the Company notifies Applicable Margin shall utilize accounting principles and policies in conformity with those used to prepare the Administrative Agent that it requests an amendment historical financial statements delivered to any provision hereof the Lenders pursuant to eliminate Section 7.05(a) (with the effect foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"). In the event of any change occurring changes ("Accounting Changes") in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right, if accounting principles required by relevant regulatory authoritiesthe promulgation of any rule, to adopt regulation, pronouncement or opinion of the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the electionAmerican Institute of Certified Public Accountants or, which election shallif applicable, for purposes the SEC, if such Accounting Changes result in a change in the method of calculation of financial covenants, standards or terms of this Agreement, be treated then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as a permitted change in GAAP and to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Borrower's financial condition shall be subject to the terms of same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the immediately preceding sentence. Notwithstanding any other provision contained hereinBorrower, (i) 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 Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect) and (ii) any lease which was (or would have been) classified as an operating lease under the Company’s accounting treatment thereof in accordance with GAAP as in effect on the Closing Date shall not constitute a Capital Lease, Administrative Agent and the obligations or liabilities thereunder Required Lenders, all financial covenants standards and terms in this Agreement shall continue to be calculated as if such Accounting Changes had not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) subsequent to the Closing Date (whether before or after the SecondFourth Amendment Effective Date) relating to the treatment of a lease as an operating lease or capitalized leaseoccurred. (b) The calculation All computations of any financial ratios under this Agreement interest payable at the Eurodollar Rate, Commitment Commission and Fees hereunder shall be calculated by dividing made on the appropriate component by basis of a year of 360 days for the other component, carrying the result to one place more than the actual number of places by days (including the first day but excluding the last day) occurring in the period for -136- 143 which such ratio interest, Commitment Commission or Fees are payable. All computations of interest payable at the Base Rate shall be made on the basis on a year of 365 (or 366, as applicable) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number)payable.

Calculations; Computations. (a) 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 effect from time the notes thereto); provided that, (i) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 2.14, 8.13 and 9 and calculations of the First Lien Net Leverage Ratio, Secured Net Leverage Ratio, Total Net Leverage Ratio and Interest Coverage Ratio, shall utilize GAAP and policies in conformity with those used to timeprepare the Pro Forma Financial Statements (subject to purchase accounting and other adjustments reasonably satisfactory to the Administrative Agent as a result of the Acquisition); provided that if the Company Borrower notifies the Administrative Agent that it the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right; provided, further, that if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated such an amendment is requested by the International Accounting Standards Board (Borrower or any successor board or agency)the Required Lenders, as then the Borrower and the Administrative Agent shall negotiate in effect on the date good faith to enter into an amendment of the electionrelevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof, which election shall(ii) except as otherwise expressly provided herein, for purposes of this Agreementcalculating financial terms, all covenants and related definitions, all such calculations shall be treated as based on the operations, assets and results of the Borrower and its Restricted Subsidiaries on a permitted change in GAAP consolidated basis and shall be subject made without giving effect to the terms operations, assets or results of any Unrestricted Subsidiaries, (iii) notwithstanding anything to the immediately preceding sentence. Notwithstanding any other provision contrary contained herein, (i) all terms of an accounting covenants and financial ratios contained herein or financial nature used herein in any other Credit Document shall be construedcalculated, and all computations of amounts and ratios referred to herein shall be madein each case, without giving effect to Statement of Financial Accounting Standards 141R or any election under FASB ASC 805 825 (or any other similar accounting principle) permitting a Person to value its financial accounting standard having a similar result or effectliabilities at the fair value thereof, (iv) and (ii) any lease which was (or would have been) classified as an operating lease under all financial statements delivered to the Company’s accounting treatment thereof Administrative Agent in accordance with the terms of this Agreement after the date of any accounting change shall contain a schedule showing the adjustments, in any, necessary to reconcile such financial statements with GAAP as in effect on immediately prior to such accounting changes, and (v) all references in this Agreement to a four-Fiscal Quarter period of the Borrower referring to a period prior to the Closing Date shall not constitute a Capital Lease, and refer to the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) subsequent applicable period prior to the Closing Date (whether before or after as if the SecondFourth Amendment Effective Date) relating to Borrower had existed and the treatment Transaction has occurred on the first day of a lease as an operating lease or capitalized leasesaid period. (b) The All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, 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 are payable. (c) Notwithstanding anything to the contrary herein, at any time after an IPO, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Dividend or (y) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (y) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratios ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (c) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) Notwithstanding anything to the contrary herein, with respect to any amounts incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount” (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred in reliance on clause (ii) of the definition of “Maximum Incremental Facilities Amount” (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts. (f) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Lease Obligations in conformity with GAAP on the date hereof shall be considered Capitalized Lease Obligations, and all calculations and deliverables under this Agreement or any other Credit Document shall be calculated by dividing the appropriate component by the other componentmade or delivered, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down as applicable, in accordance therewith (provided that together with all financial statements delivered to the nearest number (Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrower shall deliver a rounding-down if there is no nearest numberschedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP in effect from time to time; provided that if the Company notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right, if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the election, which election shall, for purposes of this Agreement, be treated as a permitted change in GAAP and shall be subject to the terms of the immediately preceding sentence. Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect) and (ii) Financial Accounting Standards Board Accounting Standards Codification 825 and Financial Accounting Standards Board Accounting Standards Codification 470-20 on financial liabilities. Notwithstanding any other provision contained herein, any lease which was (or would have been) classified as an operating lease under the Company’s accounting treatment thereof in accordance with GAAP as in effect on the Closing Date date of the Existing Credit Agreement shall not constitute a Capital Leasecapital lease under this Agreement, and the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligationscapitalized lease obligations under this Agreement, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) subsequent to the Closing Date date of the Existing Credit Agreement (whether before or after the SecondFourth Amendment Effective Closing Date) relating to the treatment of a lease as an operating lease or capitalized lease. (b) The calculation of any financial ratios under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number).

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP in effect from time to time; provided that if the Company notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right, if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the election, which election shall, for purposes of this Agreement, be treated as a permitted change in GAAP and shall be subject to the terms of the immediately preceding sentence. Notwithstanding any other provision contained herein, (i) 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 Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect) and (ii) any lease which was (or would have been) classified as an operating lease under the Company’s accounting treatment thereof in accordance with GAAP as in effect on the Closing Date shall not constitute a Capital Lease, and the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) subsequent to the Closing Date (whether before or after the SecondFourth Second Amendment Effective Date) relating to the treatment of a lease as an operating lease or capitalized lease. (b) The calculation of any financial ratios under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number).

Calculations; Computations. (a) 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 effect from time the notes thereto); provided that, (i) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 2.14, 8.13 and 9 and calculations of the First Lien Net Leverage Ratio, Secured Net Leverage Ratio, Total Net Leverage Ratio and Interest Coverage Ratio, shall utilize GAAP and policies in conformity with those used to timeprepare the Pro Forma Financial Statements (subject to purchase accounting and other adjustments reasonably satisfactory to the Administrative Agent as a result of the Acquisition); provided that if the Company Borrower notifies the Administrative Agent that it the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative 146 Agent notifies the Company Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right; provided, further, that if required by relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated such an amendment is requested by the International Accounting Standards Board (Borrower or any successor board or agency)the Required Lenders, as then the Borrower and the Administrative Agent shall negotiate in effect on the date good faith to enter into an amendment of the electionrelevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof, which election shall(ii) except as otherwise expressly provided herein, for purposes of this Agreementcalculating financial terms, all covenants and related definitions, all such calculations shall be treated as based on the operations, assets and results of the Borrower and its Restricted Subsidiaries on a permitted change in GAAP consolidated basis and shall be subject made without giving effect to the terms operations, assets or results of any Unrestricted Subsidiaries, (iii) notwithstanding anything to the immediately preceding sentence. Notwithstanding any other provision contrary contained herein, (i) all terms of an accounting covenants and financial ratios contained herein or financial nature used herein in any other Credit Document shall be construedcalculated, and all computations of amounts and ratios referred to herein shall be madein each case, without giving effect to Statement of Financial Accounting Standards 141R or any election under FASB ASC 805 825 (or any other similar accounting principle) permitting a Person to value its financial accounting standard having a similar result or effectliabilities at the fair value thereof, (iv) and (ii) any lease which was (or would have been) classified as an operating lease under all financial statements delivered to the Company’s accounting treatment thereof Administrative Agent in accordance with the terms of this Agreement after the date of any accounting change shall contain a schedule showing the adjustments, in any, necessary to reconcile such financial statements with GAAP as in effect on immediately prior to such accounting changes, and (v) all references in this Agreement to a four-Fiscal Quarter period of the Borrower referring to a period prior to the Closing Date shall not constitute a Capital Lease, and refer to the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation of any previously promulgated changes in GAAP) subsequent applicable period prior to the Closing Date (whether before or after as if the SecondFourth Amendment Effective Date) relating to Borrower had existed and the treatment Transaction has occurred on the first day of a lease as an operating lease or capitalized leasesaid period. (b) The All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, 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 are payable. (c) Notwithstanding anything to the contrary herein, at any time after an IPO, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Dividend or (y) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (y) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratios ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (c) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) Notwithstanding anything to the contrary herein, with respect to any amounts incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount” (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred in reliance on clause (ii) of the definition of “Maximum Incremental Facilities Amount” (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts. (f) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Lease Obligations in conformity with GAAP on the date hereof shall be considered Capitalized Lease Obligations, and all calculations and deliverables under this Agreement or any other Credit Document shall be calculated by dividing the appropriate component by the other componentmade or delivered, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down as applicable, in accordance therewith (provided that together with all financial statements delivered to the nearest number (Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrower shall deliver a rounding-down if there is no nearest numberschedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).