Common use of Terms Generally Clause in Contracts

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date 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as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that, notwithstanding the foregoing, upon and following the acquisition of any business or new Subsidiary by the Borrower in accordance with this Agreement, in each case that would not constitute a “significant subsidiary” for purposes of Regulation S-X, financial items and information with respect to such newly-acquired business or Subsidiary that are required to be included in determining any financial calculations and other financial ratios contained herein for any period prior to such acquisition shall not be required to be in accordance with GAAP so long as the Borrower is able to reasonably estimate pro forma adjustments in respect of such acquisition for such prior periods, and in each case such estimates are made in good faith and are factually supportable. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as Unless the context requires otherwise expressly provided herein, (a) any definition of or reference in this Agreement to any Loan Document agreement, instrument or other document herein shall mean be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment such amendments, supplements or modifications set forth herein). With respect , (b) any reference herein to any Default or Event of DefaultPerson shall be construed to include such Person’s successors and assigns, (c) the words “existherein,” “existencehereof” and “hereunder,” “occurred” or “continuing” and words of similar import, shall be deemed construed to refer to a Default this Agreement in its entirety and not to any particular provision hereof, and (d) any reference to any law or Event of Default that has not been waived in accordance with Section 10.08 orregulation herein shall, unless otherwise specified, refer to the extent applicablesuch law or regulation as amended, cured in accordance with Section 8.02 modified or otherwisesupplemented from time to time. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, if that for purposes of determining compliance with any covenant set forth in Article V, such terms shall be construed in accordance with GAAP as in effect on the Company notifies date hereof applied on a basis consistent with the Administrative Agent that application used in preparing the Company requests an amendment Borrower’s audited financial statements referred to in Section 3.05. If at any provision hereof to eliminate time any change in GAAP would affect the effect computation of any change occurring after financial ratio or requirement set forth in any Credit Document, and either the Closing Date in GAAP Borrower 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 shall so request, the Agent, the Lenders and the Borrower shall negotiate in good faith to any provision hereof for amend such purpose), regardless ratio or requirement to preserve the original intent thereof in light of whether any such notice is given before or after such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in the application thereof, then such provision shall be interpreted on the basis of accordance with GAAP as in effect and applied immediately before prior to such change therein and (ii) the Borrower shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (b) In provide to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Agent and the word “through” means “Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to and includingsuch change in GAAP.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or its Subsidiaries or of a special purpose or other entity not consolidated with the Borrower and its Subsidiaries at the time of its incurrence of such lease, that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capitalized Lease Obligation of the Borrower or any Subsidiary under this Agreement or any other Loan Document as a result of such changes in GAAP after the Closing Date. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company U.S. Borrower notifies the Administrative Agent that the Company U.S. Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company U.S. Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. For the purposes of determining compliance with Section 6.01 through Section 6.10 with respect to any amount in a currency other than Dollars, amounts shall be deemed to equal the Dollar Equivalent thereof determined using the Exchange Rate calculated as of the Business Day on which such amounts were incurred or expended, as applicable. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any reference to any law, code, statute, treaty, rule, guideline, regulation or ordinance of a Governmental Authority shall, unless otherwise specified, refer to such law, code, statute, treaty, rule, guideline, regulation or ordinance as amended, supplemented or otherwise modified from time to time. Any reference to any IRS form shall be construed to include any successor form. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document or other agreement, document or instrument shall mean such agreement, document or instrument as amended, restated, supplemented, replaced replaced, refinanced or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns , in each case, (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived if applicable) in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof calculation or any related definition to eliminate the effect of any change in GAAP (it being understood that for purposes of this proviso, any change in GAAP includes the application of IFRS in lieu of GAAP pursuant to the definition of “GAAP’ in Section 1.01) occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend any provision hereof for such purposecalculation or any related definition), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant or definition is amended in accordance herewith. a manner satisfactory to the Borrower and the Required Lenders. Neither this Agreement, nor any other Loan Document nor any other agreement, document or instrument referred to herein or executed and delivered in connection herewith shall be construed against any Person as the principal draftsperson hereof or thereof. For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (bor portion thereof) In ending prior to the computation of periods of time from a specified date to a later specified dateClosing Date, the word components of such financial ratio or financial calculation shall be determined on a pro forma basis to give effect to the Existing Transactions as if they had occurred at the beginning of such four-quarter period; and each Person that is a Restricted Subsidiary upon giving effect to the Existing Transactions shall be deemed to be a Restricted Subsidiary for purposes of the components of such financial ratio or financial calculation as of the beginning of such four-quarter period. For purposes of the definition of “from” means “from and including,” Excess Cash Flow”, the words “to” and “until” each mean “principal component of payments in respect of Capitalized Lease Obligations will be, at the time any determination is to but excluding,” and be made, the word “through” means “amount of such obligation that would have been required to and includingbe capitalized on a balance sheet (excluding any notes thereto) prepared in accordance with GAAP.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors time and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof contained or incorporated by reference in this Agreement or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend any provision hereof contained or incorporated by reference in this Agreement or any related definition for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in then the application thereof, then Borrower’s compliance with such provision shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, express terms of this Agreement and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, provided that if the Company Borrower notifies the Administrative Agent Lender that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article 6 or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent Lender notifies the Company Borrower that the Required Lenders request an amendment it wishes to amend Article 6 or any provision hereof related definition for such purpose), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “Lender. Any reference to and includingany law shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document or any other agreement, instrument or document shall mean such document as amended, restated, supplementedamended and restated, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors time and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP or the application thereof occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless then the Borrower and the Administrative Agent shall negotiate in good faith to amend such covenant and related definitions (subject to the approval of whether any the Required Lenders) to preserve the original intent thereof in light of such notice is given before or after changes in GAAP; provided, that the Borrower’s compliance with such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as applied and in effect and applied immediately before such the relevant change shall have become effective in GAAP or the application thereof became effective, until such notice shall have been withdrawn or such provision amended in accordance herewithcovenant is amended. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors time and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that for purposes of determining compliance with the covenants contained in Section 2.12(d) and Article VI all accounting terms herein shall be interpreted and all accounting determinations hereunder (in each case, unless otherwise provided for or defined herein) shall be made in accordance with GAAP as in effect on the date of this Agreement and applied on a basis consistent with the application used in the financial statements referred to in Section 3.05 (other than, at the option of Holdings and the Borrower, with respect to capitalization of repair and maintenance expenses in accordance with the parenthetical appearing in the definition of GAAP contained herein); and provided further, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Section 2.12(d) or Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Section 2.12(d) or Article VI or any provision hereof related definition for such purpose), regardless of whether any then (i) the Borrower and the Administrative Agent shall negotiate in good faith to agree upon an appropriate amendment to such notice is given before or after covenant and (ii) the Borrower's compliance with such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become in GAAP became effective until such notice shall have been withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “Required Lenders. For the purposes of determining compliance under Sections 6.01, 6.02, 6.04, 6.05 and 6.10 with respect to and includingany amount in a currency other than Dollars, such amount shall be deemed to equal the Dollar equivalent thereof at the time such amount was incurred or expended, as the case may be.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Administrative Borrower notifies the Administrative Agent that the Company requests an amendment Administrative Borrower wishes to amend any provision hereof or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision (or if the Administrative Agent notifies the Company Administrative Borrower that the Required Lenders request an amendment wish to amend any provision hereof or any related definition for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in then the application thereof, then Administrative Borrower’s compliance with such provision shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision or definition is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date Administrative Borrower and the Required Lenders; provided, further, that obligations relating to a later specified datelease that were accounted for by a Person as an operating lease as of the Original Closing Date and any similar lease entered into after the Original Closing Date by such Person shall be accounted for as obligations relating to an operating lease and not as a Capital Lease Obligation. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the word Administrative Borrower or any of its Subsidiaries at “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and includingfair value”.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. a manner satisfactory to the Borrower and the Required Lenders and (bc) In the computation for purposes of periods determining compliance with any provision of time from a specified date to a later specified datethis Agreement, the word “from” means “determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and includingimplementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (b) In writing between the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Administrative Agent and the word “through” means “to Borrower. Any change after the Closing Date in the accounting for lease transactions under GAAP will be disregarded for purposes of calculating Capital Lease Obligations, computing the financial covenants and includingdetermining compliance with any other covenant under the Loan Documents.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or other agreement or instrument shall mean such document Loan Document, agreement or instrument as amended, restated, amended and restated, supplemented, replaced otherwise modified, replaced, renewed, extended or otherwise modified refinanced from time to time. All references time and any reference in this Agreement to a any person shall include that a reference to such person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwisesuccessors-in-interest. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (b) In ; provided further that if an amendment is requested by the computation of periods of time from a specified date to a later specified dateBorrower or the Required Lenders, then the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “Administrative Agent shall negotiate in good faith to and includingenter into an amendment of such affected provisions to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all types of tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require; provided that (i) the Schedules to this Agreement (other than Schedules 1.01(G), 1.01(H), 2.01 and 5.10) shall be updated on the Closing Date by the Borrower as reasonably agreed by the Borrower and the Administrative Agent, (ii) Schedules 1.01(G) and 1.01(H) shall not be attached hereto by the Borrower until the Closing Date and (iii) Schedule 5.10 shall be mutually agreed by the Borrower and the Administrative Agent to the extent needed on the Closing Date. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capitalized Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” shall " shall, except where the context otherwise requires, be deemed to be followed by the phrase “"without limitation.” ". All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns . (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. b) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, GAAP as in effect from time to time; provided, however, that, if for purposes of determining compliance with the Company notifies covenants set forth in Sections 5.7 and 5.8 (such Sections being referred to as the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or "Financial Covenants"), except as otherwise set forth in the application thereof on Financial Covenants and the operation of definitions related thereto, 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 terms shall be interpreted on the basis of construed in accordance with 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 herewithon December 31, 1999. (bc) In For the computation purposes of periods of calculating Consolidated EBITDA and Consolidated Interest Expense for any period (a "Test Period"), (i) if at any time from the period (a specified "Pro Forma Period") commencing on the second day of such Test Period and ending on the date which is ten days prior to the date of delivery of the Compliance Certificate or Interim Certificate, as the case may be, in respect of such Test Period (or, in the case of any pro forma calculation made pursuant hereto in respect of a particular transaction, ending on the date such transaction is consummated after giving effect thereto), Infinity or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the Property which is the subject of such Material Disposition for such Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Test Period, and Consolidated Interest Expense for such Test Period shall be reduced by an amount equal to the Consolidated Interest Expense for such Test Period attributable to any Indebtedness of Infinity or any Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to Infinity and its Subsidiaries in connection with such Material Disposition (or, if the Capital Stock of any Subsidiary is sold, the Consolidated Interest Expense for such Test Period directly attributable to the Indebtedness of such Subsidiary to the extent Infinity and its continuing Subsidiaries are no longer liable for such Indebtedness after such Disposition); (ii) if during such Pro Forma Period Infinity or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA and Consolidated Interest Expense for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Pro Forma Period any Person that subsequently became a Subsidiary or was merged with or into Infinity or any Subsidiary since the beginning of such Pro Forma Period shall have entered into any disposition or acquisition transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Infinity or a Subsidiary during such Pro Forma Period, Consolidated EBITDA and Consolidated Interest Expense for such Test Period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such Test Period. For the purposes of this paragraph, whenever pro forma effect is to be given to a later specified dateMaterial Disposition or Material Acquisition, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” amount of income or earnings relating thereto and the word “through” means “amount of Consolidated Interest Expense associated with any Indebtedness discharged or incurred in connection therewith, the pro forma calculations shall be determined in good faith by a Financial Officer of Infinity. If any Indebtedness bears a floating rate of interest and the incurrence or assumption thereof is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the last day of the relevant Pro Forma Period had been the applicable rate for the entire relevant Test Period (taking into account any interest rate protection agreement applicable to and includingsuch Indebtedness if such interest rate protection agreement has a remaining term in excess of 12 months). Comparable adjustments shall be made in connection with any determination of Consolidated EBITDA.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall,” and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document or any other agreement, instrument or document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, but only to the extent applicablethat such amendment, cured in accordance with Section 8.02 restatements, supplements or otherwise. Except as otherwise expressly provided hereinmodifications are not prohibited by this Agreement, (b) references to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law, (c) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, provided that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof of this Agreement or the other Loan Documents to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend any provision hereof for such purpose), of this Agreement or the other Loan Documents) regardless of whether any such notice is given before or after such change in GAAP or in the application thereofGAAP, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word Required Lenders and (d) 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 (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “through” means “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and includingsuch Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010 or any successor proposal.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” shall " shall, except where the context otherwise requires, be deemed to be followed by the phrase “"without limitation.” ". All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns . (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. b) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as GAAP in effect from time to time. The parties hereto agree, however, that in the event that any change in accounting principles from those used in the preparation of the financial statements referred to in Section 3.2 is hereafter occasioned by the promulgation of rules, regulations, pronouncements, opinions and statements by or required by the Financial Accounting Standards Board or Accounting Principles Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) and such change materially affects the calculation of any component of the Financial Covenant or any standard or term contained in this Agreement, the Administrative Agent and Viacom shall negotiate in good faith to amend such Financial Covenant, standards or terms found in this Agreement (other than in respect of financial statements to be delivered hereunder) so that, upon adoption of such changes, the criteria for evaluation of Viacom's and its Subsidiaries' financial condition shall be the same after such change as if such change had not been made; provided, thathowever, that (i) any such amendments shall not become effective for purposes of this Agreement unless approved by the Required Lenders and (ii) if Viacom and the Required Lenders cannot agree on such an amendment, then the calculations under such Financial Covenant, standards or terms shall continue to be computed without giving effect to such change in accounting principles; provided further, however, that the parties hereto agree that Viacom and its Subsidiaries shall adopt Statement of Position 00-2, "Accounting by Producers or Distributors of Films" effective as from January 1, 2000. (c) For the purposes of calculating Consolidated EBITDA and Consolidated Interest Expense for any period (a "Test Period"), (i) if at any time from the period (a "Pro Forma Period") commencing on the second day of such Test Period and ending on the date which is ten days prior to the date of delivery of the Compliance Certificate in respect of such Test Period (or, in the case of any pro forma calculation made pursuant hereto in respect of a particular transaction, ending on the date such transaction is consummated after giving effect thereto), Viacom or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the Property which is the subject of such Material Disposition for such Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Test Period, and Consolidated Interest Expense for such Test Period shall be reduced by an amount equal to the Consolidated Interest Expense for such Test Period attributable to any Indebtedness of Viacom or any Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to Viacom and its Subsidiaries in connection with such Material Disposition (or, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect Capital Stock of any change occurring Subsidiary is sold, the Consolidated Interest Expense for such Test Period directly attributable to the Indebtedness of such Subsidiary to the extent Viacom and its continuing Subsidiaries are no longer liable for such Indebtedness after such Disposition); (ii) if during such Pro Forma Period Viacom or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA and Consolidated Interest Expense for such Test Period shall be calculated after giving pro forma effect thereto (including the Closing Date incurrence or assumption of any Indebtedness in GAAP connection therewith) as if such Material Acquisition (and the incurrence or in the application thereof assumption of any such Indebtedness) occurred on the operation first day of such provision Test Period; and (iii) if during such Pro Forma Period any Person that subsequently became a Subsidiary or was merged with or into Viacom or any Subsidiary since the beginning of such Pro Forma Period shall have entered into any disposition or acquisition transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Viacom or a Subsidiary during such Pro Forma Period, Consolidated EBITDA and Consolidated Interest Expense for such Test Period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such Test Period. For the purposes of this paragraph, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness discharged or incurred in connection therewith, the pro forma calculations shall be determined in good faith by a Financial Officer of Viacom. If any Indebtedness bears a floating rate of interest and the incurrence or assumption thereof is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the Administrative Agent notifies rate in effect on the Company that last day of the Required Lenders request an amendment relevant Pro Forma Period had been the applicable rate for the entire relevant Test Period (taking into account any interest rate protection agreement applicable to any provision hereof for such purposeIndebtedness if such interest rate protection agreement has a remaining term in excess of 12 months), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision . Comparable adjustments shall be interpreted on the basis made in connection with any determination 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 herewithConsolidated EBITDA. (bd) In For purposes of the computation Financial Covenant, (i) the Discontinued Operations shall be disregarded and (ii) the businesses classified as Discontinued Operations shall be limited to those businesses treated as such in the financial statements of periods Viacom referred to in the definition of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” "Discontinued Operations" and the word “through” means “to and includingaccounting treatment of Discontinued Operations shall be consistent with the accounting treatment thereof in such financial statements.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. References to a Person shall include its successors and assigns to the extent otherwise permitted under this Agreement. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document or other agreement or contract shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references time and (b) any reference to a person any law shall include that person’s permitted successors all statutory and assigns (subject regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any restrictions on assignment set forth herein). With respect to any Default law or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” regulation shall be deemed to refer to a Default such law or Event of Default that has not been waived in accordance with Section 10.08 orregulation as amended, modified or supplemented from time to the extent applicable, cured in accordance with Section 8.02 or otherwisetime. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided, that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Effective Date 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (b) In ; provided further that, notwithstanding the computation foregoing, upon and following the acquisition of periods any business or new Subsidiary by the Borrower in accordance with this Agreement, in each case that would not constitute a “significant subsidiary” for purposes of Regulation S-X, financial items and information with respect to such newly-acquired business or Subsidiary that are required to be included in determining any financial calculations and other financial ratios contained herein for any period prior to such acquisition shall not be required to be in accordance with GAAP so long as the Borrower is able to reasonably estimate pro forma adjustments in respect of such acquisition for such prior periods, and in each case such estimates are made in good faith and are factually supportable. With respect to the determination of any time from a specified date to a later specified dateperiod, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “throughto” means “to but excluding”. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and includingall computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such 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.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or other document or agreement shall mean such document as amended, restated, supplementedamended and restated, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, although all financial statements required to be delivered in accordance with Sections 5.04(a) and 5.04(b) will be prepared in accordance with GAAP as in effect at such time such audit is performed, if a change in GAAP (or in the Company notifies interpretation of GAAP) after the Administrative Agent that Closing Date would affect the Company requests computation of any financial ratio or requirement set forth in any Loan Document, the Borrower may request an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. For purposes of determining compliance with amounts and ratios contained herein (including for the purposes of calculating compliance with any financial covenant) contained herein, (i) with respect to the accounting for leases as either operating leases or capital leases and the impact of such accounting in accordance with FASB ASC 840 on the definitions and the calculation of financial covenants contained herein, for the purposes of such calculations GAAP herein as in effect on the Closing Date shall be applied, (ii) with respect to accounting for revenue recognition from contracts with customers and the impact of such accounting in accordance with FASB ASC 606 on the definitions and the calculation of amounts and ratios contained herein, GAAP as in effect on the Closing Date shall be applied and (iii) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and without giving effect to any election under FASB ASC 825 and FASB ASC 470-20 (or any other financial accounting standard having a similar result or effect) to value any Indebtedness of the Borrower or its Subsidiaries at “fair value” as defined therein. Any restriction, condition or prohibition applicable to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, set forth herein shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company, as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable. (b) In All terms used in this Agreement which are defined in Article 8 or Article 9 of the computation NYUCC as in effect from time to time and which are not otherwise defined herein shall have the same meanings herein as set forth therein, provided that terms used herein which are defined in the UCC as in effect on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of periods of time from a specified date to a later specified date, such statute except as the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Administrative Agent and the word “through” means “to and includingBorrower may otherwise agree.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived time in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwiserequirements hereof and thereof. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company Lead Borrower notifies the Administrative Agent that the Company Lead Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company Lead Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, (i) in the event of an accounting change before or after the date hereof requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in effect on the date hereof) that would constitute capitalized leases in conformity with GAAP on December 31, 2017 shall be considered Capital Lease Obligations, and (ii) no change in the term of any lease arrangement required in connection with the ordinary course renewal or extension thereof shall result in any lease obligation that was not previously a Capital Lease Obligation (after giving effect to clause (i)) constituting a Capital Lease Obligation for any purpose under this Agreement, and, in each case all calculations and determinations under this Agreement and any other Loan Document shall be made or delivered, as applicable, in accordance therewith. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standard Codification ASC 825-10 (or any other Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (i) any reference in this Agreement to any Loan Document shall mean means such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns , (subject ii) any reference in this Agreement to any restrictions on assignment set forth herein). With respect agreement or document means such agreement or document as amended, restated, supplemented or otherwise modified from time to any Default or Event of Default, time after the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived date hereof in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, terms of this Agreement; and (iii) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies or the Company Requisite Lenders notify Borrower that the Required Administrative Agent or the Requisite Lenders request an amendment to any provision hereof for such purpose), regardless within 60 days of whether any such notice is given before or after such change in GAAP becoming effective (or in the application thereofcase of any requested amendment by the Administrative Agent or the Requisite Lenders, within 60 days of the date on which Borrower notifies the Administrative Agent of such change), then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective effective, until such notice shall have been withdrawn or such provision is amended in accordance herewith. (b) In the computation of periods of time from a specified date manner satisfactory to a later specified dateBorrower, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Administrative Agent and the word “through” means “to and includingRequisite Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise requireclearly indicates otherwise. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors time and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that (i) if the Company U.S. Borrower notifies the Administrative Agent that the Company requests an amendment U.S. Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company U.S. Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless then the U.S. Borrower’s compliance with such covenant shall be determined on the basis of whether any GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is given before withdrawn or after such change covenant is amended in GAAP a manner satisfactory to the U.S. Borrower and the Required Lenders and (ii) whenever in this Agreement it is necessary to determine whether a lease is a capital lease or in the application thereofan operating lease, then such provision determination shall be interpreted made 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 herewithon the date hereof. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all types of tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (i) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, and (ii) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Holdings notifies the Administrative Agent that the Company requests an amendment it wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP (or change contemplated by Section 6.13(b)) occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision covenant (or if the Administrative Agent notifies the Company Holdings that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then Holdings’ compliance with such notice is given before or after such covenant shall be determined, with respect to the relevant change in GAAP or in the application thereofGAAP, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. a manner satisfactory to (bx) In the computation of periods of time from a specified date with respect to a later specified datechanges in GAAP related to pension or lease accounting, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” revenue recognition or financial instruments, Holdings and the word “through” means “Administrative Agent in its sole discretion and (y) with respect to other changes to GAAP, Holdings and includingthe Required Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All , (b) references to a person any Law shall include that person’s permitted successors all statutory and assigns regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law and (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, c) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company notifies Borrowers notify the Administrative Agent that the Company requests an amendment Borrowers wish to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrowers that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Borrowers’ compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. a manner satisfactory to the Borrowers and the Required Lenders. Notwithstanding any other provision contained herein, (bi) In all leases of the computation Borrowers and their Restricted Subsidiaries that are treated as operating leases for purposes of periods GAAP on the Closing Date shall continue to be accounted for as operating leases for purposes of time from the defined financial terms, including “Capital Lease Obligations”, regardless of any change to GAAP following the Closing Date which would otherwise require such leases to be treated as capital leases, provided that financial reporting shall not be affected hereby and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification 825 (or any other Financial Accounting Standard or Accounting Standards Codification having a specified date similar result or effect) to a later specified datevalue any Indebtedness or other liabilities of Holdings, the word Borrowers or any of their respective Subsidiaries at “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and includingfair value”, as defined therein.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from on the date hereof and consistent with financial statements delivered pursuant to Section 3.05(a). If at any time to time; provided, that, if any change in GAAP would affect the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect computation of any change occurring after financial ratio or any other covenant or requirements set forth in any Loan Document, and either the Closing Date in GAAP Borrower 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 shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to any provision hereof for amend such purpose)ratio, regardless covenant or requirement to preserve the original intent thereof in light of whether any such notice is given before or after such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio, covenant or requirement shall continue to be computed in the application thereof, then such provision shall be interpreted on the basis of accordance with GAAP as in effect and applied immediately before prior to such change therein and (ii) the Borrower shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (b) In provide the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Administrative Agent and the word “through” means “Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirements made before and after giving effect to and includingsuch change in GAAP.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as it may be amended, restated, amended and restated, supplemented, replaced replaced, or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company Parent Borrower notifies the Administrative Agent that the Company Parent Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company Parent Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding anything herein to the contrary, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the effectiveness of FASB ASC 842 and/or IFRS 16 (Leases) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating leases were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 and/or IFRS 16 (Leases) (on a prospective or retroactive basis or otherwise) to be treated as Capital Lease Obligations in the financial statements, and “Interest Expense”, “Consolidated Net Income”, “Fixed Charges” and other financial measures used in this Agreement shall exclude any interest expense due to any such operating leases. (b) In All terms used in this Agreement which are defined in the computation Uniform Commercial Code and when used to define a category or categories of periods the Collateral located in Canada shall include the equivalent category or categories of time from personal property set forth in the PPSA. Notwithstanding the foregoing, and where the context so requires as a specified date result of the Collateral being located in Canada, or the grantor of the security being organized or incorporated under the laws of Canada, or a province or territory thereof, (i) any term defined in this Agreement by reference to the “Code”, the “UCC” or the “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in the PPSA or the applicable Canadian securities transfer laws (including, without limitation, the STA), as applicable, in all cases for the creation, extension, preservation or betterment of the Liens of the Collateral Agent in the Collateral, (ii) all references in this Agreement to a later specified datefinancing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the word analogous documents used under the PPSA, including, without limitation, where applicable, financing statements and financing change statements, (iii) all references to the United States of America, or any state thereof, or to any subdivision, department, agency or instrumentality thereof shall be deemed to refer also to Canada, any province or territory thereof or to any subdivision, department, agency or instrumentality thereof, and (iv) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal, provincial or territorial securities laws in Canada. (c) For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (i) “frompersonal property” means shall be deemed to include “from and including,movable property”, (ii) “real property” the words shall be deemed to include “toimmovable property”, (iii) “tangible property” shall be deemed to include “corporeal property”, (iv) “intangible property” shall be deemed to include “incorporeal property”, (v) “security interest” and “untilmortgage” each mean shall be deemed to include a “hypothec”, (vi) all references to but excluding,filing, registering or recording under the UCC or the PPSA or otherwise shall be deemed to include publication under the Civil Code of Québec, (vii) all references to “perfection of” or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (viii) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (ix) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (x) an “agent” shall be deemed to include a “mandatary”, (xi) “joint and several” shall be deemed to include “solidary”, (xii) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”, (xiii) “beneficial ownership” shall be deemed to include “ownership on behalf of another as mandatary”, (xiv) “easement” shall be deemed to include “servitude”, (xv) “survey” shall be deemed to include “certificate of location and plan”, and (xvi) “fee simple title” shall be deemed to include “absolute ownership”. The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the word “through” means “to transactions contemplated herein be drawn up in the English language only and includingthat all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en la langue anglaise seulement.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, express terms of such Loan Document and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that (i) for purposes of determining the outstanding amount of any Indebtedness, (A) any election by the Borrower to measure an item of Indebtedness using fair value (as permitted by the Financial Accounting Standards Board Accounting Standards Codification 000-00-00, and any statements replacing, modifying or superseding such guidance) shall be disregarded and such determination shall be made as if such election had not been made and (B) any original issue discount with respect to such Indebtedness shall not be deducted in determining the outstanding amount of such Indebtedness, and (ii) if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition, or provisions relating to Excess Cash Flow, to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant or provisions relating to Excess Cash Flow (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition, or provisions relating to Excess Cash Flow, for such purpose), regardless of whether any then the Borrower’s compliance with such notice is given before covenant or after such change in GAAP or in the application thereof, then such provision provisions relating to Excess Cash Flow shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” ”, and words of similar import, shall not be limiting and shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any definition of, or reference to, any Loan Document, including this Agreement, or any other agreement, instrument or document in this Agreement to any Loan Document shall mean such Loan Document or other agreement, instrument or document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns time (subject to any restrictions on assignment such amendments, restatements, supplements or modifications set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, ) and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless then the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the approval of whether any the Required Lenders) such notice is given before or after covenant to preserve the original intent thereof in light of such change in GAAP or in change; provided that until so amended the application thereof, then Borrower’s compliance with such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document or any other documents shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, time to the extent applicable, cured in accordance with Section 8.02 not prohibited or otherwise. Except as otherwise expressly provided herein, restricted hereunder and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that (x) any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a Capital Lease Obligation under GAAP as in effect on the Closing Date shall not be treated as a Capital Lease Obligation solely as a result of the adoption of changes in GAAP and (y) if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant and the Administrative Agent consents (such consent not to be unreasonably withheld, delayed or conditioned) in writing (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purposepurpose and the Borrower consents in writing (such consent not to be unreasonably withheld, delayed or conditioned)), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change in GAAP became effective and the Borrower shall have become effective provide to the Administrative Agent and the Lenders the reconciliation statements provided for in Section 5.04, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. a manner reasonably satisfactory to the Borrower and the Required Lenders. The term “enforceability” and its derivatives when used to describe the enforceability of an agreement shall mean that such agreement is enforceable except as enforceability may be limited by any insolvency, bankruptcy or debtor relief law and by general equitable principles (b) In whether enforcement is sought by proceedings in equity or at law). Any terms used in this Agreement that are defined in the computation UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein; provided, that to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of periods of time from a specified date to a later specified datethe UCC, the word “from” means “from and including,” definition of such term contained in Article 9 of the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and includingUCC shall govern.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any changes in GAAP after December 31, 2018, any lease of the Borrower or its Subsidiaries or of a special purpose or other entity not consolidated with the Borrower and its Subsidiaries at the time of its incurrence of such lease, that would have been characterized as an operating lease under GAAP in effect on December 31, 2018 (whether such lease is entered into before or after the December 31, 2018) shall not constitute Indebtedness or a Capitalized Lease Obligation of the Borrower or any Subsidiary under this Agreement or any other Loan Document as a result of such changes in GAAP after December 31, 2018. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplementedamended and restated, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding anything to the contrary set forth herein, any changes to GAAP after the Closing Date with respect to the accounting treatment of leases will not be given effect for the purposes of calculating any financial ratio or definition contained in this Agreement or any other Loan Document. In addition, notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. Unless otherwise expressly provided herein, any references herein to any person shall be construed to include such person’s successors and permitted assigns. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further that any obligations relating to a lease that was accounted for by the Borrower or any of its Subsidiaries in accordance with GAAP as an operating lease as of the Closing Date and any operating lease entered into after the Closing Date by the Borrower or any of its Subsidiaries that would under GAAP as in effect on the Closing Date have been accounted for as an operating lease shall be accounted for as obligations relating to an operating lease and not as Capital Lease Obligations. (b) In Any references to the computation “date of periods of time from a specified this Agreement” or the “date hereof” shall refer to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and includingClosing Date.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall,” and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document or any other agreement, instrument or document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, but only to the extent applicablethat such amendment, cured in accordance with Section 8.02 restatements, supplements or otherwise. Except as otherwise expressly provided hereinmodifications are not prohibited by this Agreement, (b) references to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law, (c) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, provided that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof of this Agreement or the other Loan Documents to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend any provision hereof for such purpose), of this Agreement or the other Loan Documents) regardless of whether any such notice is given before or after such change in GAAP or in the application thereofGAAP, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word Required Lenders and (d) 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 (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “through” means “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and includingsuch Indebtedness shall at all times be valued at the full stated principal amount thereof and (iii) in a manner such that the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company U.S. Borrower notifies the Administrative Agent that the Company U.S. Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company U.S. Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. For the purposes of determining compliance with Section 6.01 through Section 6.10 with respect to any amount in a currency other than Dollars, amounts shall be deemed to equal the Dollar Equivalent thereof determined using the Exchange Rate calculated as of the Business Day on which such amounts were incurred or expended, as applicable. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” ”, and words of similar import, shall not be limiting and shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all rights and interests in tangible and intangible assets and properties of any kind whatsoever, whether real, personal or mixed, including cash, securities, Equity Interests, accounts and contract rights. The words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any definition of, or reference to, any Loan Document or any other agreement, instrument or document in this Agreement to any Loan Document shall mean such Loan Document or other agreement, instrument or document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns time (subject to any restrictions on assignment such amendments, restatements, supplements or modifications set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, ) and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All , (b) references to a person any Law shall include that person’s permitted successors all statutory and assigns regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law and (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, c) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company notifies Borrowers notify the Administrative Agent that the Company requests an amendment Borrowers wish to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrowers that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Borrowers’ compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. a manner satisfactory to the Borrowers and the Required Lenders. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification 825 (bor any other Financial Accounting Standard or Accounting Standards Codification having a similar result or effect) In the computation to value any Indebtedness or other liabilities of periods of time from a specified date to a later specified dateHoldings, the word Borrowers or any of their respective Subsidiaries at “from” means fair value”, as defined therein. For the avoidance of doubt, all calculations made on or after the First Amendment Effective Date pursuant to Section 6.10 (including any calculations hereunder based on Pro Forma Compliance), any other calculations hereunder utilizing “from and including,” the words “toConsolidated EBITDA” and “until” each mean “to but excluding,Consolidated Net Income” and any financial reporting delivered pursuant to the word requirements of Section 5.04 shall exclude adjustments for lost revenues related to the outbreak and spread of coronavirus and associated illnesses known as “through” means “to and includingCOVID-19”.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. . Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or its Subsidiaries, or of a special purpose or other entity not consolidated with the Borrower and its Subsidiaries at the time of its incurrence of such lease, that would be characterized as an operating lease under GAAP in effect on the Closing Date (bwhether such lease is entered into before or after the Closing Date) In shall not constitute Indebtedness or a Capitalized Lease Obligation of the computation Borrower or any Subsidiary under this Agreement or any other Loan Document as a result of periods such changes in GAAP. Unless the context otherwise requires, for all purposes of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” this Agreement and the word Loans, references to “throughprincipal amount” means “to and includingof the Loans include any increase in the principal amount of the outstanding Loans as a result of the payment of PIK Interest.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company Borrower Representative notifies the Administrative Agent that the Company Borrower Representative requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company Borrower Representative 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; provided, further, that, notwithstanding the foregoing, any amount that would constitute Indebtedness hereunder but for the discounting, write down or write off thereof in accordance with GAAP shall nonetheless constitute Indebtedness hereunder (except, for the avoidance of doubt, to the extent such discounting, write down or write off is the result of an event which results in the obligor no longer being liable for such Indebtedness so discounted, written down or written off). Notwithstanding any changes in GAAP after the Closing Date, any lease of Holdings or the Subsidiaries, or of a special purpose or other entity not consolidated with Holdings and its Subsidiaries at the time of its incurrence of such lease, that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capitalized Lease Obligation of Holdings or any Subsidiary under this Agreement or any other Loan Document as a result of such changes in GAAP. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”, and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, and (b) all terms of an accounting or financial nature (including the calculation of all financial covenants set forth herein) shall be construed in accordance with GAAP, GAAP as in effect from time to time; provided, that, provided that if the Company Borrower notifies the Administrative Agent in writing that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) a manner satisfactory to the Borrower and the Required Lenders. In the computation of periods of time from a specified date to a later specified date, the word “from” means shall be deemed to mean “from and including,” ”, the words “to” and “until” each shall be deemed to mean “to but excluding,” ”, and the word “through” means shall be deemed to mean “to and including”. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced waived or otherwise modified from time to time. All references to a person shall include that person’s permitted successors time and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Holdings notifies the Administrative Agent that the Company requests an amendment Holdings wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Holdings that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then Holding’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. a manner satisfactory to Holdings and the Required Lenders. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, waived or otherwise modified (subject to any restrictions on such amendments, supplements, waivers or modifications set forth herein), (b) In the computation any definition of periods or reference to any statute, regulation or other law herein shall be construed (i) as referring to such statute, regulation or other law as from time to time amended, supplemented or otherwise modified (including by succession of time from a specified date comparable successor statutes, regulations or other laws) and (ii) to a later specified dateinclude all official rulings and interpretations thereunder, the word “from” means “from (c) any reference herein to any person shall be construed to include such person’s successors and including,” assigns and (d) the words “toherein”, “hereof” and “until” each mean “hereunder”, and words of similar import, shall be construed to but excluding,” refer to this Agreement in its entirety and the word “through” means “not to and includingany particular provision hereof.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company U.S. Borrower notifies the Administrative Agent that the Company U.S. Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company U.S. Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. For the purposes of determining compliance with Section 6.01 through Section 6.10 with respect to any amount in a currency other than Dollars, amounts shall be deemed to equal the Dollar Equivalent thereof determined using the Exchange Rate calculated as of the Business Day on which such amounts were incurred or expended, as applicable. (b) In All section references in this Agreement that relate to time periods prior to the computation of periods of time from a specified date Restatement Effective Date shall be deemed to a later specified date, be references to such sections in the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and includingExisting Credit Agreement.”

Terms Generally. With reference Except as otherwise expressly provided, the following rules of interpretation shall apply to this Agreement and each the other Loan Document, unless otherwise specified herein or in such other Loan DocumentFinancing Documents: (a) The the definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever ; (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The ; (c) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All ”; (d) all references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except ; (e) except as otherwise expressly provided herein, any reference in this Agreement to any Loan Financing Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to ; (f) a person shall include that person’s permitted successors and assigns (subject reference to any restrictions on assignment set forth herein). With respect to any Default statute or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” regulation shall be deemed to refer include all statutes or regulations amending, supplementing or replacing the same from time to time, and a reference to a Default statute shall be deemed to include all regulations issued or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except otherwise applicable under such statute; and (g) except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, provided that if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced joined or otherwise modified from time to time. All references to a person shall include that person’s permitted successors time and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, b) all terms of an accounting or financial nature shall be construed in accordance with U.S. GAAP, as in effect from time to time; provided, thathowever, that for purposes of determining compliance with the covenants contained herein, all accounting terms herein shall be interpreted and all accounting determinations hereunder (in each case, unless otherwise provided for or defined herein) shall be made in accordance with U.S. GAAP as in effect on the date of this Agreement and applied on a basis consistent with the application used in the financial statements referred to in Section 3.5; and provided further that if the Company notifies Borrowers notify the Administrative Agent that the Company requests an amendment Borrowers wish to amend any provision hereof covenant or definition herein to eliminate the effect of any change in U.S. GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrowers that the Required Lenders request an amendment wish to amend any provision hereof covenant or any definition for such purpose), regardless of whether any then (i) the Borrowers and the Required Lenders shall negotiate in good faith to agree upon an appropriate amendment to such notice is given before or after covenant and (ii) the Borrowers’ compliance with such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of U.S. GAAP as in effect and applied immediately before such the relevant change shall have become in U.S. GAAP became effective until such notice shall have been withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrowers and the word Required Lenders. Unless otherwise expressly provided therein, each exception to the covenants contained in Article 6 shall apply in the aggregate to all Loan Parties and their Subsidiaries. All Schedules, Exhibits and other attachments (collectively, “through” means “Appendices”) hereto, or expressly identified to this Agreement, are incorporated herein by reference, and includingtaken together with this Agreement, shall constitute but a single agreement. These recitals to this Agreement shall be construed as part of the Agreement.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced All accounting terms not specifically or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature completely defined herein shall be construed in accordance with conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time; provided, thatapplied in a manner consistent with that used in preparing the Audited Financial Statements, if except as otherwise specifically prescribed herein. If at any time any change in GAAP, or the Company notifies interpretation thereof by a “Big Four” accounting firm (one of Deloitte, KPMG, PricewaterhouseCoopers, or Ernst & Young), would affect the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect computation of any change occurring after financial ratio or requirement set forth in any Loan Document, and either the Closing Date in GAAP Borrower 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 shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to any provision hereof for amend such purpose), regardless ratio or requirement to preserve the original intent of whether any such notice is given before ratio or after requirement in light of such change in GAAP or the interpretation thereof by a “Big Four” accounting firm (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in the application thereof, then such provision shall be interpreted on the basis of accordance with GAAP as in effect and applied immediately before prior to such change therein or interpretation thereof by a “Big Four” accounting firm, and (ii) the Borrower shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (b) In provide to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Administrative Agent and the word Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or the interpretation thereof by a “throughBig Four” means “to and includingaccounting firm.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date 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; provided further that, notwithstanding the foregoing, upon and following the acquisition of any business or new Subsidiary in accordance with this Agreement, in each case that would not constitute a “significant subsidiary” for purposes of Regulation S-X, financial items and information with respect to such newly-acquired business or Subsidiary that are required to be included in determining any financial calculations and other financial ratios contained herein for any period prior to such acquisition shall not be required to be in accordance with GAAP so long as the Company is able to reasonably estimate pro forma adjustments in respect of such acquisition for such prior periods, and in each case such estimates are made in good faith and are factually supportable. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 oreach case, to the extent applicablenot prohibited by this Agreement, cured in accordance with Section 8.02 (b) any reference to any law or otherwise. Except regulation herein shall, unless otherwise specified, refer to such law or regulation as otherwise expressly provided hereinamended, modified or supplemented from time to time and (c) all terms of an accounting or financial nature shall be construed in accordance with GAAP, GAAP as in effect from time to timeon the Closing Date; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof of this Agreement or any related definition to eliminate adopt or implement the effect of any change in GAAP occurring after the Closing Date 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 thereofprovision, then the Borrower’s compliance with such provision shall be interpreted determined on the basis of GAAP in effect immediately after the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision of this Agreement to the contrary, for all purposes during the term of this Agreement and any other Loan Document, each lease that pursuant to GAAP as in effect and applied immediately before such on the Closing Date would be classified as a capital lease or an operating lease will continue to be so classified, notwithstanding any change shall have become effective until such notice shall have been withdrawn in characterization of that lease subsequent to the Closing Date based on changes to GAAP or such provision amended in accordance herewithinterpretation of GAAP. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors time and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that for purposes of determining compliance with the covenants contained in Section 2.12(d) and Article VI all accounting terms herein shall be interpreted and all accounting determinations hereunder (in each case, unless otherwise provided for or defined herein) shall be made in accordance with GAAP as in effect on the date of this Agreement and applied on a basis consistent with the application used in the financial statements referred to in Section 3.05; and provided further that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Section 2.12(d) or Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Section 2.12(d) or Article VI or any provision hereof related definition for such purpose), regardless of whether any then (i) the Borrower and the Administrative Agent shall negotiate in good faith to agree upon an appropriate amendment to such notice is given before or after covenant and (ii) the Borrower's compliance with such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become in GAAP became effective until such notice shall have been withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capitalized Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” All shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided hereinAgreement, and (e) any reference in this Agreement to any Loan Document shall mean law or regulation herein shall, unless otherwise specified, refer to such document law or regulation as amended, restated, supplemented, replaced modified or otherwise modified supplemented from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, for purposes of calculations made pursuant to the terms of this Agreement or any other Loan Document, GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting principles in the United States of America as in effect and applied immediately before on December 31, 2013 in a manner consistent with the treatment of such change shall have become effective until such notice shall have been withdrawn leases under generally accepted accounting principles in the United States of America as in effect on December 31, 2013, notwithstanding any modifications or such provision amended in accordance herewithinterpretive changes thereto that may occur thereafter. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date 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. . For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (a) “personal property” shall be deemed to include “movable property,” (b) In the computation of periods of time from a specified date “Real Estate” shall be deemed to a later specified date, the word include “from” means “from and includingimmovable property,” the words (c) “totangible property” and shall be deemed to include “until” each mean “to but excludingcorporeal property,” and the word (d) “throughintangible property” means shall be deemed to include “to and including.incorporeal property,”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplementednovated, replaced extended, supplemented or otherwise modified from time to time. All References to any matter being “permitted” under the Loan Documents shall include references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default such matters not being prohibited or Event of Default, otherwise approved under the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwiseLoan Documents. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (b) In . Notwithstanding the computation of periods of time from a specified date to a later specified dateforegoing, the word “from” means “from and including,” amount of any Indebtedness, including Consolidated Debt, shall mean the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and includingaggregate principal amount of such Indebtedness then outstanding.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles Articles, Sections, paragraphs, clauses and Sections subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced or otherwise modified from time to time. All references to a person shall include that person’s permitted successors the Fixed Charge Coverage Ratio and assigns the Senior Secured Leverage Ratio (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, and the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature definitions used therein) shall be construed in accordance with GAAP, as in effect from time to timeon the Closing Date; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend the Fixed Charge Coverage Ratio, the Senior Secured Leverage Ratio or any provision hereof financial definition used therein to eliminate implement the effect of any change in GAAP or the application thereof occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision thereof (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend the Fixed Charge Coverage Ratio, the Senior Secured Leverage Ratio or any provision hereof financial definition used therein for such purpose), regardless then the Borrower and the Administrative Agent shall negotiate in good faith to amend the Fixed Charge Coverage Ratio, the Senior Secured Leverage Ratio or the definitions used therein (subject to the approval of whether the Required Lenders) to preserve the original intent thereof in light of such changes in GAAP; provided that all determinations made pursuant to the Fixed Charge Coverage Ratio, the Senior Secured Leverage Ratio or any such notice is given before or after such change in GAAP or in the application thereof, then such provision financial definition used therein shall be interpreted determined on the basis of GAAP as applied and in effect and applied immediately before such the relevant change shall have become effective in GAAP or the application thereof became effective, until such notice shall have been withdrawn the Fixed Charge Coverage Ratio, the Senior Secured Leverage Ratio or such provision amended financial definition is amended; provided, further, that, if at any time after the Closing Date, any obligations of the Borrower or any of the Restricted Subsidiaries that would not have constituted Indebtedness as of the Closing Date are recharacterized as Indebtedness in accordance herewithwith any relevant changes in GAAP, such recharacterized obligations shall not be considered Indebtedness for all purposes hereunder. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to in Section 1.01 shall apply equally this Agreement as a whole and not to both the singular and plural forms any particular provision of the terms definedthis Agreement. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any Contract are to that Contract as amended, modified or supplemented (including by waiver or consent) from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person.” All references herein (b) References to Articles, Sections, Exhibits Exhibits, Disclosure Schedules and Buyer Disclosure Schedules shall be deemed references are to Articles Articles, Sections, Exhibits, Disclosure Schedules and Sections of, and Exhibits and Buyer Disclosure Schedules to, of this Agreement unless otherwise specified. All Exhibits, Disclosure Schedules and Buyer Disclosure Schedules attached hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit, Disclosure Schedule or Buyer Disclosure Schedule but not otherwise defined therein, shall have the context shall otherwise require. Except meaning as otherwise expressly provided herein, any reference defined in this Agreement Agreement. References to any Loan Document shall mean such document as amended, restated, supplemented, replaced or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” statute shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company notifies the Administrative Agent that the Company requests an amendment such statute and to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP rules 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 herewithregulations promulgated thereunder. (bc) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The definitions contained in this Agreement are applicable to the masculine as well as to the feminine and neuter genders of such term. (d) References herein to “$” or dollars will refer to United States dollars, unless otherwise specified. (e) References from or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. References to any period of days will be deemed to be to the relevant number of calendar days unless otherwise specified. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. (f) In the computation event an ambiguity or question of periods intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of time from a specified date to a later specified date, proof will arise favoring or disfavoring any party by virtue of the word “from” means “from and including,” authorship of any of the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and includingprovisions of this Agreement.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles Articles, Sections, paragraphs, clauses and Sections subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced or otherwise modified from time to time. All references to “knowledge” of any Loan Party or a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event Restricted Subsidiary of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to Borrower means the actual knowledge of a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwiseResponsible Officer. Except as otherwise expressly provided herein, all terms of an accounting or the Guaranteed Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio (and the financial nature definitions used therein) shall be construed in accordance with GAAP, as in effect from time to timeon the Closing Date; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend the Guaranteed Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio or any provision hereof financial definition used therein to eliminate implement the effect of any change in GAAP or the application thereof occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision thereof (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend the Guaranteed Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio or any provision hereof financial definition used therein for such purpose), regardless then the Borrower and the Administrative Agent shall negotiate in good faith to amend the Guaranteed Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio or the definitions used therein (subject to the approval of whether the Required Lenders) to preserve the original intent thereof in light of such changes in GAAP; provided that all determinations made pursuant to the Guaranteed Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio or any such notice is given before or after such change in GAAP or in the application thereof, then such provision financial definition used therein shall be interpreted determined on the basis of GAAP as applied and in effect and applied immediately before such the relevant change shall have become effective in GAAP or the application thereof became effective, until such notice shall have been withdrawn the Guaranteed Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio or such provision amended financial definition is amended. All accounting terms not specifically or completely defined herein shall be construed in accordance herewithconformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) and all terms of an accounting or financial nature shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that, notwithstanding the foregoing, upon and following the acquisition of any business or new Subsidiary by the Borrower in accordance with this Agreement, in each case that would not constitute a “significant subsidiary” for purposes of Regulation S-X, financial items and information with respect to such newly-acquired business or Subsidiary that are required to be included in determining any financial calculations and other financial ratios contained herein for any period prior to such acquisition shall not be required to be in accordance with GAAP so long as the Borrower is able to reasonably estimate pro forma adjustments in respect of such acquisition for such prior periods, and in each case such estimates are made in good faith and are factually supportable; provided further that notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Borrower or any Subsidiary at “fair value”, as defined therein. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” ”, and words of similar import, shall not be limiting and shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” The words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all rights and interests in tangible and intangible assets and properties of any kind whatsoever, whether real, personal or mixed, including cash, securities, Equity Interests, accounts and contract rights. The words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any definition of, or reference to, any Loan Document or any other agreement, instrument or document in this Agreement to any Loan Document shall mean such Loan Document or other agreement, instrument or document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns time (subject to any restrictions on assignment such amendments, restatements, supplements or modifications set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, ) and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent Lender that the Company requests an amendment Borrower wishes to amend any provision hereof to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision (or if the Administrative Agent Lender notifies the Company Borrower that the Required Lenders request an amendment it wishes to amend any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in then the application thereof, then Borrower’s compliance with such provision shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “to and includingLender.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles Articles, Sections, paragraphs, clauses and Sections subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, the Adjusted Consolidated First Lien Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Debt Ratio and the Fixed Charge Coverage Ratio (and the financial definitions used therein) and compliance with each covenant set forth herein (including as determined by any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns definition used in such covenant (subject to any restrictions on assignment set forth hereine.g., Receivables Facilities, Capitalized Lease Obligations, etc.). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature ) shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend the Adjusted Consolidated First Lien Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Debt Ratio, the Fixed Charge Coverage Ratio or any provision hereof financial definition used therein or any covenant used herein (or definition used therein), in each case, to eliminate the effect of any change in GAAP or the application thereof occurring after the Closing Effective Date in GAAP or in the application thereof on the operation of such provision thereof (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend the Adjusted Consolidated First Lien Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Debt Ratio, the Fixed Charge Coverage Ratio or any provision hereof financial definition used therein or any covenant used herein (or definition used therein), in each case, for such purpose), regardless then the Borrower and the Administrative Agent shall negotiate in good faith to amend (without the payment of whether any amendment or similar fees to the Administrative Agent or the Lenders) the Adjusted Consolidated First Lien Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Debt Ratio, the Fixed Charge Coverage Ratio or the definitions used therein or any covenant used herein (or definition used therein), in each case, (subject to the approval of the Required Lenders (such notice is given before approval not to be unreasonably withheld, conditioned or after delayed)) to preserve the original intent thereof in light of such change changes in GAAP GAAP; provided that all determinations made pursuant to the Adjusted Consolidated First Lien Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Debt Ratio, the Fixed Charge Coverage Ratio or any financial definition used therein or any covenant used herein (or definition used therein), in the application thereofeach case, then such provision shall be interpreted determined on the basis of GAAP as applied and in effect and applied immediately before such the relevant change shall have become effective in GAAP or the application thereof became effective, until such notice shall have been withdrawn the Adjusted Consolidated First Lien Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Debt Ratio, the Fixed Charge Coverage Ratio or such provision amended financial definition or any covenant used herein (or definition used therein) is amended. Notwithstanding anything to the contrary above or in the definitions of Capital Lease Obligations and Capital Expenditures, in the event of a change under GAAP (or the application thereof) requiring all leases to be capitalized, only those leases that would result in Capital Lease Obligations or Capital Expenditures on the Effective Date (assuming for purposes hereof that they were in existence on the date hereof) hereunder shall be considered capital leases hereunder and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance herewiththerewith. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Credit Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, (b) any reference to the extent applicableany law shall include all statutory and regulatory provisions consolidating, cured in accordance with Section 8.02 amending, replacing or otherwise. Except interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as otherwise expressly provided hereinamended, modified or supplemented from time to time and (c) all terms of an accounting or financial nature shall be construed in accordance with GAAP, GAAP as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article 6 or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article 6 or any provision hereof related definition for such purpose), regardless then the Borrower’s compliance with such covenant shall be determined on the basis of whether any GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is given before withdrawn or after such change covenant is amended in GAAP a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding anything to the contrary contained herein, all financial covenants contained herein or in the application thereof, then such provision any other Credit Document shall be interpreted calculated without giving effect to any election under Accounting Standards Codification 825-7-25 or 470-20 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or at any amount other than the outstanding principal amount thereof. Notwithstanding anything to the contrary in this Agreement or any Credit Document, whenever it is necessary to determine whether a lease is a capital lease or an operating lease, such determination shall be made 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 on the Closing Date, notwithstanding any modifications or such provision amended in accordance herewithinterpretive changes thereto that may occur thereafter. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, paragraphs, clauses, subclauses, Exhibits and Schedules shall be deemed references to Articles Articles, Sections, paragraphs, clauses and Sections subclauses of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced or otherwise modified from time to time. All references to a person shall include that person’s permitted successors the First Lien Net Leverage Ratio and assigns the Total Net Leverage Ratio (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, and the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature definitions used therein) shall be construed in accordance with GAAP, as in effect from time to timeon the Closing Date; provided, thathowever, that if the Company Parent Borrower notifies the Administrative Agent that the Company requests an amendment Parent Borrower wishes to amend the First Lien Net Leverage Ratio or the Total Net Leverage Ratio or any provision hereof financial definition used therein to eliminate implement the effect of any change in GAAP or the application thereof occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision thereof (or if the Administrative Agent notifies the Company that Parent Borrower that, in accordance with Section 9.08(b), the Required Lenders request an amendment and/or the Required Covenant Lenders wish to amend the First Lien Net Leverage Ratio or the Total Net Leverage Ratio or any provision hereof financial definition used therein for such purpose), regardless then the Parent Borrower and the Administrative Agent shall negotiate in good faith to amend the First Lien Net Leverage Ratio or the Total Net Leverage Ratio or the definitions used therein (subject to the approval of whether the Required Lenders and/or the Required Covenant Lenders in accordance with Section 9.08(b)) to preserve the original intent thereof in light of such changes in GAAP; provided that all determinations made pursuant to the First Lien Net Leverage Ratio or the Total Net Leverage Ratio or any such notice is given before or after such change in GAAP or in the application thereof, then such provision financial definition used therein shall be interpreted determined on the basis of GAAP as applied and in effect and applied immediately before such the relevant change shall have become effective in GAAP or the application thereof became effective, until such notice shall have been withdrawn the First Lien Net Leverage Ratio or the Total Net Leverage Ratio or such financial definition is amended. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time. Notwithstanding any other provision amended contained herein, (a) any lease that is treated as an operating lease for purposes of GAAP as of the Closing Date shall not be treated as Indebtedness or as a Capitalized Lease Obligation and shall continue to be treated as an operating lease (and any future lease, if it were in accordance herewith. effect on the Closing Date, that would be treated as an operating lease for purposes of GAAP as of the Closing Date shall be treated as an operating lease), in each case for purposes of this Agreement, notwithstanding any actual or proposed change in GAAP after the Closing Date and (b) In the computation all terms of periods an accounting or financial nature used herein shall be construed, and all computations of time from 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 specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and includingsimilar result or effect).”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Accounting Standard Codification ASC 825-10 (or any other Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof). (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references to “knowledge” or “awareness” of any Loan Party or any Subsidiary thereof means the actual knowledge of a Responsible Officer of such Loan Party or such Subsidiary. All references to the “weighted average life to maturity” of Indebtedness shall mean the weighted average life to maturity calculated without giving effect to any prepayment of such Indebtedness. All references to “in the ordinary course of business” of the Borrower or any Subsidiary thereof means (i) in the ordinary course of business of, or in furtherance of an objective that is in the ordinary course of business of the Borrower or such Subsidiary, as applicable, (ii) customary and usual in the industry or industries of the Borrower and its Subsidiaries in the United States or any other jurisdiction in which the Borrower or any Subsidiary does business, as applicable, or (iii) generally consistent with the past or current practice of the Borrower or such Subsidiary, as applicable, or any similarly situated businesses in the United States or any other jurisdiction in which the Borrower or any Subsidiary does business, as applicable. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document agreement, instrument or other document shall mean such document document, instrument or agreement as amended, restated, amended and restated, supplemented, replaced extended, restructured, replaced, defeased, waived or otherwise modified from time to time. All references time (including pursuant to a person shall include that person’s any permitted successors and assigns (refinancing, extension, renewal, replacement, restructuring or increase, but subject to any restrictions on assignment such amendments, supplements or modifications set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Each Agent Action, or proposed Agent Action, shall be determined by the relevant Agent in its Permitted Business Judgment. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.,”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except and (b) except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP; provided that (i) for purposes of determining the outstanding amount of any Indebtedness, (A) any election by the Borrower or any of the Subsidiaries to measure an item of Indebtedness using fair value (as permitted by the Financial Accounting Standards Board Accounting Standards Codification 000-00-00 issued by the Financial Accounting Standards Board in February 2007, and any statements replacing, modifying or superseding such statement) shall be disregarded and such determination shall be made as if such election had not been made. Any reference herein or in any other Loan Document to the satisfaction, payment or repayment in full of the Obligations shall mean the repayment in full in cash of all Obligations (and in the case ofother than obligations with respect to Bank Products, providing Bank Product Collateralization) other than and unasserted contingent indemnification Obligations) and the termination of the commitments of Lenders to extend credit hereunder. Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as in effect from time to time; provided, that, if the Company notifies the Administrative Agent that the Company requests an amendment applicable (subject to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof restrictions on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein 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 Person shall be interpreted on the basis of GAAP as in effect construed to include such Person’s successors and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewithassigns. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” ”, and words of similar import, shall not be limiting and shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all rights and interests in tangible and intangible assets and properties of any kind whatsoever, whether real, personal or mixed, including cash, securities, Equity Interests, accounts and contract rights. The words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any definition of, or reference to, any Loan Document or any other agreement, instrument or document in this Agreement to any Loan Document shall mean such Loan Document or other agreement, instrument or document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns time (subject to any restrictions on assignment such amendments, restatements, supplements or modifications set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, ) and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Administrative Borrower notifies the Administrative Agent that the Company requests an amendment Borrowers wish to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Administrative Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Borrowers’ and their Subsidiaries’ compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrowers and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Credit Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, (b) any reference to the extent applicableany law shall include all statutory and regulatory provisions consolidating, cured in accordance with Section 8.02 amending, replacing or otherwise. Except interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as otherwise expressly provided hereinamended, modified or supplemented from time to time and (c) all terms of an accounting or financial nature shall be construed in accordance with GAAP, GAAP as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article 6 or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article 6 or any provision hereof related definition for such purpose), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “Required Lenders. Notwithstanding anything to and includingthe contrary contained herein, all financial covenants contained herein or in any other Credit Document shall be calculated without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company Primary Borrower notifies the Administrative Agent that the Company Primary Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company Primary Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. . Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or its Subsidiaries, or of a special purpose or other entity not consolidated with the Borrower and its Subsidiaries at the time of its incurrence of such lease, that would be characterized as an operating lease under GAAP in effect on the Closing Date (bwhether such lease is entered into before or after the Closing Date) In shall not constitute Indebtedness or a Capitalized Lease Obligation of the computation Borrower or any Subsidiary under this Agreement or any other Loan Document as a result of periods such changes in GAAP. Unless the context otherwise requires, for all purposes of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” this Agreement and the word Loans, references to “throughprincipal amount” means “to and includingof the Loans include any increase in the principal amount of the outstanding Loans as a result of the payment of PIK Interest.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to “fiscal year” or “fiscal quarter” shall be to the fiscal year or fiscal quarter, as applicable, of the Borrower, unless otherwise specified. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” ", and words of similar import, shall not be limiting and shall be deemed to be followed by the phrase “"without limitation.” ". The word "will" shall be construed to have the same meaning and effect as the word "shall". The words "asset" and "property" shall be construed as having the same meaning and effect and to refer to any and all rights and interests in tangible and intangible assets and properties of any kind whatsoever, whether real, personal or mixed, including cash, securities, Equity Interests, accounts and contract rights. The words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any definition of, or reference to, any Loan Document or any other agreement, instrument or document in this Agreement to any Loan Document shall mean such Loan Document or other agreement, instrument or document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns time (subject to any restrictions on assignment such amendments, restatements, supplements or modifications set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, ) and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Administrative Borrower notifies the Administrative Agent that the Company requests an amendment Borrowers wish to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Administrative Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Borrowers' and their Subsidiaries' compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrowers and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date 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; provided further that, notwithstanding the foregoing, upon and following the acquisition of any business or new Subsidiary in accordance with this Agreement, in each case that would not constitute a “significant subsidiary” for purposes of Regulation S-X, financial items and information with respect to such newly-acquired business or Subsidiary that are required to be included in determining any financial calculations and other financial ratios contained herein for any period prior to such acquisition shall not be required to be in accordance with GAAP so long as the Company is able to reasonably estimate pro forma adjustments in respect of such acquisition for such prior periods, and in each case such estimates are made in good faith and are factually supportable. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. Notwithstanding any other provision hereof, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any changes in accounting for leases pursuant to GAAP (including from the implementation of proposed Accounting Standards Update Leases (Topic 840) issued August 17, 2010, or any successor or related proposal). (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in to this Agreement to any Loan Document shall mean such document this Agreement as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors time and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to timetime and applied on a basis consistent with the application used in the financial statements referred to in Section 4.05; provided, provided that, if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant contained in Article VII 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 covenant (or, in the case of clause (i) or clause (ii) below, if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend any provision hereof such covenant for such purpose) of (i) any change after the date hereof in GAAP (which, for purposes of this proviso shall include the generally accepted application or interpretation thereof), regardless (ii) any change after the date hereof in the Borrower’s accounting policies that are consistent with GAAP or (iii) any change after the date hereof in any applicable tax law or regulation or in the interpretation thereof by any regulatory authority (including without limitation any change in an applicable tax treaty), then the Borrower’s compliance with such covenant shall be determined on the basis of whether any such notice is given (x) GAAP, (y) the Borrower’s accounting policies or (z) the applicable tax law or regulation or the interpretation thereof, in each case, as in effect immediately before or after such the relevant change in GAAP or accounting policies is adopted by the Borrower or change in the application thereoflaw is effective, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective applicable, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “Required Lenders; and provided, further, that notwithstanding any other provisions contained herein all terms of an accounting or financial nature shall be construed, and all computations of amounts and ratios referred to and includingherein shall be made without giving effect to any election under Accounting Standard Codification 825, Financial Instruments (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect).”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “assets” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company Administrative Borrower notifies the Administrative Agent (which the Administrative Agent shall promptly forward to the Lenders) that the Company Administrative Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. With respect to any amount in a currency other than Dollars, such amount shall be determined as of the date of incurrence thereof, and shall not be affected as a result of fluctuations in currency values. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined, other than in the use of “Borrower” and “Borrowers”. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (i) any reference in this Agreement to any Loan Document shall mean means such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors time and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, ii) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided. In the event that any Accounting Change (as defined below) shall occur, that, if the Company notifies Borrower and the Administrative Agent that the Company requests an amendment agree to any provision hereof enter into negotiations in order to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or amend, if reasonably deemed necessary by Borrower, the Administrative Agent notifies or the Company Requisite Lenders, the relevant provisions of this Agreement to equitably reflect such Accounting Change with the desired result that the Required Lenders request criteria for evaluating the financial condition and results of operations of Borrower shall be the same immediately prior to and immediately following the effectiveness of such Accounting Change, it being understood that prior to such amendment, such Accounting Change shall not cause an amendment to Event of Default. An “Accounting Change” is any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP accounting principles required by the promulgation of any rule, regulation, pronouncement or in opinion by the application thereofFinancial Accounting Standards Boards of the American Institute of Certified Public Accountants or, 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. (b) In the computation of periods of time from a specified date to a later specified dateif applicable, the word “from” means “from SEC (or, in each case, successors thereto or agencies with similar functions and including,” applicability) that would affect the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and includingmethod of calculation of any Financial Covenant, standard or other term or provision in this Agreement.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date Borrower and the Required Lenders; provided, further, that obligations relating to a later specified datelease that were accounted for by a Person as an operating lease as of the Closing Date and any similar lease entered into after the Closing Date by such Person shall be accounted for as obligations relating to an operating lease and not as a Capital Lease Obligation. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article VI shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the word Borrower or any of its subsidiaries at “from” means “from fair value”. References to the Borrower and including,” TEP GP refer only to those entities and do not include the words “to” and “until” each mean “to but excluding,” and assets or operations of any Persons that are directly or indirectly owned by the word “through” means “to and includingBorrower or TEP GP.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend any provision hereof or any related definition for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in then the application thereof, then Borrower’s compliance with such provision shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision or definition is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date Borrower and the Required Lenders; provided, further, that obligations relating to a later specified datelease that were accounted for by a Person as an operating lease as of the Closing Date and any similar lease entered into after the Closing Date by such Person shall be accounted for as obligations relating to an operating lease and not as a Capital Lease Obligation. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the word Borrower or any of its Subsidiaries at “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and includingfair value”.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, IFRS as in effect from time to time; provided, provided that, if the Company Dutch Borrower notifies the Administrative Agent that the Company it requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP IFRS or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company Dutch 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 IFRS or in the application thereof, then such provision shall be interpreted on the basis of GAAP IFRS as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. . Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (bor any other Financial Accounting Standard having a similar result or effect) In to value any Indebtedness or other liabilities of the computation Borrower or any of periods of time from a specified date to a later specified date, the word its Subsidiaries at “from” means “from and includingfair value,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and includingas defined therein.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document or other document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns time (subject to any restrictions restriction herein on assignment set forth herein). With respect to any Default the amendment, restatement, supplement or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, other modification thereof) and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, express terms of such Loan Document and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that (i) for purposes of determining the outstanding amount of any Indebtedness, (A) any election by the Borrower to measure an item of Indebtedness using fair value (as permitted by the Financial Accounting Standards Board Accounting Standards Codification 800-00-00, and any statements replacing, modifying or superseding such guidance) shall be disregarded and such determination shall be made as if such election had not been made and (B) any original issue discount with respect to such Indebtedness shall not be deducted in determining the outstanding amount of such Indebtedness, and (ii) if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition, or provisions relating to Excess Cash Flow, to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant or provisions relating to Excess Cash Flow (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition, or provisions relating to Excess Cash Flow, for such purpose), regardless of whether any then the Borrower’s compliance with such notice is given before covenant or after such change in GAAP or in the application thereof, then such provision provisions relating to Excess Cash Flow shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". The word "will" shall be construed to have the same meaning and effect as the word "shall"; and the words "asset" and "property" shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived time in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, terms thereof and of this Agreement and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Borrower's compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date December 1, 2020 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. . Notwithstanding any changes in GAAP after December 1, 2020, any lease of the Borrower or the Subsidiaries, or of a special purpose or other entity not consolidated with the Borrower and its Subsidiaries at the time of its incurrence of such lease, that would be characterized as an operating lease under GAAP in effect on December 1, 2020 (bwhether such lease is entered into before or after December 1, 2020) In shall not constitute Indebtedness or a Capitalized Lease Obligation of the computation Borrower or any Subsidiary under this Agreement or any other Loan Document as a result of periods such changes in GAAP. It is understood and agreed that for purposes of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” this Agreement and the word “through” means “other Loan Documents, (A) Indebtedness that is secured by the liens on the Collateral that rank pari passu with the Liens on the Collateral that secure the Term B Loans (including Super-Priority Obligations) shall be deemed to rank pari passu in right of security and includingin payment with the Term B Loans notwithstanding that such Indebtedness may have priority under the Priority Waterfall, (B) no Indebtedness shall be deemed to be subordinated in right of payment or security by virtue of not having priority under the Priority Waterfall and (C) references to whether any Indebtedness has priority under the Priority Waterfall shall refer to such Indebtedness having priority over the Non-Priority Secured Obligations (as defined in the First Lien/First Lien Intercreditor Agreement).”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any reference to any law, code, statute, treaty, rule, guideline, regulation or ordinance of a Governmental Authority shall, unless otherwise specified, refer to such law, code, statute, treaty, rule, guideline, regulation or ordinance as amended, supplemented or otherwise modified from time to time. Any reference to any IRS form shall be construed to include any successor form. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document or other agreement, document or instrument shall mean such agreement, document or instrument as amended, restated, supplemented, replaced replaced, refinanced or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns , in each case, (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived if applicable) in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof calculation or any related definition to eliminate the effect of any change in GAAP (it being understood that for purposes of this proviso, any change in GAAP includes the application of IFRS in lieu of GAAP pursuant to the definition of “GAAP’ in Section 1.01) occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend any provision hereof for such purposecalculation or any related definition), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant or definition is amended in accordance herewith. a manner satisfactory to the Borrower and the Required Lenders. Neither this Agreement, nor any other Loan Document nor any other agreement, document or instrument referred to herein or executed and delivered in connection herewith shall be construed against any Person as the principal draftsperson hereof or thereof. For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (bor portion thereof) In ending prior to the computation of periods of time from a specified date to a later specified dateClosing Date, the word “from” means “from components of such financial ratio or financial calculation shall be determined on a pro forma basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period; and including,” each Person that is a Restricted Subsidiary upon giving effect to the words “to” and “until” each mean “Transactions shall be deemed to but excluding,” and be a Restricted Subsidiary for purposes of the word “through” means “to and includingcomponents of such financial ratio or financial calculation as of the beginning of such four-quarter period.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “assets” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Third Amendment Effective Date 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. For purposes of determining compliance with Section 6.01 through Section 6.09 with respect to any amount in a currency other than Dollars, such amount shall be determined as of the date of incurrence thereof, and shall not be affected as a result of fluctuations in currency values. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” ”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean means such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns . (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. b) Except as otherwise expressly provided hereinherein (including as provided below), all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided. In the event that any “Accounting Change” (as defined below) shall occur and such change would result in a change in the method of calculation of the financial covenant, thatstandards or terms in this Agreement, if the Company notifies then Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to promptly amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the Company requests criteria for evaluating Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if shall have been executed and delivered by Borrower, the Administrative Agent notifies and the Company that Requisite Lenders, (i) the Required financial covenant, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred and (ii) Borrower shall provide to the Administrative Agent and the Lenders request an amendment financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP GAAP. “Accounting Changes” refers to changes after the date hereof in accounting principles required by the promulgation of any rule, regulation, pronouncement or in opinion by the application thereofFinancial Accounting Standards Board of the American Institute of Certified Public Accountants or, then such provision shall be interpreted on if applicable, 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 herewithSEC. (bc) In the computation of periods of time from If any payment under this Agreement or any other Loan Document shall be due on any day that is not a specified date to a later specified dateBusiness Day, the word “from” means “from date for payment shall be extended to the next succeeding Business Day, and including,” in the words “to” and “until” each mean “to but excluding,” and case of any payment accruing interest, interest thereon shall be paid for the word “through” means “to and includingperiod of such extension.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “or” shall not be exclusive. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or any other agreement or contract shall mean such document document, agreement or contract as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived time in accordance with Section 10.08 or, herewith (to the extent applicable, cured in accordance with Section 8.02 or otherwise). Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company Borrower Representative notifies the Administrative Agent that the Company Borrower Representative requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. . Notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrowers or the Subsidiaries, or of a special purpose or other entity not consolidated with any Borrower and its Subsidiaries at the time of its incurrence of such lease, that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capitalized Lease Obligation of any Borrower or any Subsidiary under this Agreement or any other Loan Document as a result of such changes in GAAP. Notwithstanding the foregoing, for all purposes of this Agreement, (a) no Master Lease or Additional Lease shall constitute Indebtedness or a Capital Lease Obligation regardless of how such Master Lease or Additional Lease may be treated under GAAP, (b) In any interest portion of payments in connection with such Master Lease or Additional Lease shall not constitute Interest Expense and (c) Consolidated Net Income shall be calculated by deducting, without duplication of amounts otherwise deducted, rent, insurance, property taxes and other amounts and expenses actually paid in cash under any Master Lease or any Additional Lease in the computation applicable Test Period and no deductions in calculating Consolidated Net Income shall occur as a result of periods imputed interest, amounts under any Master Lease or any Additional Lease not paid in cash during the relevant Test Period or other non-cash amounts incurred in respect of time from a specified date any Master Lease or any Additional Lease; provided that any “true-up” of rent paid in cash pursuant to a later specified date, any Master Lease or any Additional Lease shall be accounted for in the word “from” means “from and including,” the words “to” and “until” each mean “fiscal quarter to but excluding,” and the word “through” means “to and includingwhich such payment relates as if such payment were originally made in such fiscal quarter.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend any provision hereof or any related definition for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in then the application thereof, then Borrower’s compliance with such provision shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision or definition is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date Borrower and the Required Lenders; provided, further, that obligations relating to a later specified datelease that were accounted for by a Person as an operating lease as of the Original Closing Date and any similar lease entered into after the Original Closing Date by such Person shall be accounted for as obligations relating to an operating lease and not as a Capital Lease Obligation. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the word Borrower or any of its Subsidiaries at “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and includingfair value”.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company U.S. Borrower notifies the Term Administrative Agent that the Company U.S. Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Term Administrative Agent notifies the Company U.S. Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that, notwithstanding the foregoing, upon and following the acquisition of any business or new Subsidiary in accordance with this Agreement, in each case that would not constitute a “significant subsidiary” for purposes of Regulation S-X, financial items and information with respect to such newly-acquired business or Subsidiary that are required to be included in determining any financial calculations and other financial ratios contained herein for any period prior to such acquisition shall not be required to be in accordance with GAAP so long as the U.S. Borrower is able to reasonably estimate pro forma adjustments in respect of such acquisition for such prior periods, and in each case such estimates are made in good faith and are factually supportable. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided. If at any time any change in GAAP, thator the interpretation thereof by a “Big Four” accounting firm (one of Deloitte, if KPMG, PricewaterhouseCoopers, or Ernst & Young), would affect the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect computation of any change occurring after financial ratio or requirement set forth in any Loan Document, and either the Closing Date in GAAP Borrower 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 shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to any provision hereof for amend such purpose), regardless ratio or requirement to preserve the original intent of whether any such notice is given before ratio or after requirement in light of such change in GAAP or the interpretation thereof by a “Big Four” accounting firm (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in the application thereof, then such provision shall be interpreted on the basis of accordance with GAAP as in effect and applied immediately before prior to such change therein or interpretation thereof by a “Big Four” accounting firm, and (ii) the Borrower shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. (b) In provide to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Administrative Agent and the word Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or the interpretation thereof by a “throughBig Four” means “to and including.”accounting firm. SECOND AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT, Page – 18

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived time in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwiserequirements hereof and thereof. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company Holdings notifies the Administrative Agent that the Company Holdings requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company Holdings 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. . Without limitation of the immediately preceding sentence, any lease arrangements that are not (bor, if entered into after the Closing Date, would not have been) In Capital Lease Obligations as of the computation Closing Date but subsequently become Capital Lease Obligations whether as a result of periods (x) any changes in GAAP or (y) any changes in the terms of time from a specified date such arrangements required in connection with the ordinary course renewal or extension thereof, shall not constitute Capital Lease Obligations under any provision or for any other purposes of this Agreement. Notwithstanding anything in this Agreement, to a later specified datethe extent any Loan Party determines in good faith that any notice, certificate or other deliverable hereunder shall contain or constitute “material non-public information” (“MNPI”), Holdings shall so advise the word “from” means “from Administrative Agent and including,” if elected in writing by the words “to” and “until” each mean “Administrative Agent shall either redact or not deliver any such information determined to but excluding,” be MNPI (and the word “through” means “Loan Parties shall be deemed to and includingbe in compliance with any operative provision of this Agreement in relation thereto).”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” ”, and words of similar import, shall not be limiting and shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” The words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all rights and interests in tangible and intangible assets and properties of any kind whatsoever, whether real, personal or mixed, including cash, securities, Equity Interests, accounts and contract rights. The words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement unless the context shall otherwise require. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any definition of, or reference to, any Loan Document or any other agreement, instrument or document in this Agreement to any Loan Document shall mean such Loan Document or other agreement, instrument or document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns time (subject to any restrictions on assignment such amendments, restatements, supplements or modifications set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, ) and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to any amend provision hereof to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in then the application thereof, then Borrower’s compliance with such provision shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived time in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, terms thereof and of this Agreement and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent and the Lenders that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document (including to this Agreement) shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, provided that, if the Company Borrower notifies the Administrative Agent that the Company Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Effective Date 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 effective until such notice shall have been withdrawn or such provision amended in accordance herewith. ; provided further that, notwithstanding the foregoing, upon and following the acquisition of any business or new Subsidiary in accordance with this Agreement, in each case that would not constitute a “significant subsidiary” for purposes of Regulation S-X, financial items and information with respect to such newly-acquired business or Subsidiary that are required to be included in determining any financial calculations and other financial ratios contained herein for any period prior to such acquisition shall not be required to be in accordance with GAAP so long as the Borrower is able to reasonably estimate pro forma adjustments in respect of such acquisition for such prior periods, and in each case such estimates are made in good faith and are factually supportable. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (a) any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings or any of its Subsidiaries at “fair value”, as defined therein, (b) In any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470- 20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the computation full stated principal amount thereof and (c) any change to GAAP occurring after December 31, 2017, as a result of periods the adoption of time from any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 842), issued by the Financial Accounting Standards Board on May 16, 2013, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a specified date Capital Lease Obligation (or a finance lease) where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on December 31, 2017. Any reference herein to a later specified datemerger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the word “from” means “from unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and includingdivision of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, that if the Company Lead Borrower notifies the Administrative Agent that the Company requests an amendment Lead Borrower wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Lead Borrower that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then the Lead Borrower’s compliance with such notice is given before or after such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of GAAP as in effect and applied immediately before such the relevant change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. a manner satisfactory to the Lead Borrower and the Required Lenders and (bc) In the computation for purposes of periods determining compliance with any provision of time from a specified date to a later specified datethis Agreement, the word “from” means “determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation.” ". All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced joined or otherwise modified from time to time. All references to a person shall include that person’s permitted successors time and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, b) all terms of an accounting or financial nature shall be construed in accordance with U.S. GAAP, as in effect from time to time; provided, thathowever, that for purposes of determining compliance with the covenants contained herein, all accounting terms herein shall be interpreted and all accounting determinations hereunder (in each case, unless otherwise provided for or defined herein) shall be made in accordance with U.S. GAAP as in effect on the date of this Agreement and applied on a basis consistent with the application used in the financial statements referred to in Section 3.5; and provided further that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant or definition herein to eliminate the effect of any change in U.S. GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend any provision hereof covenant or any definition for such purpose), regardless of whether any then (i) the Borrower and the Administrative Agent shall negotiate in good faith to agree upon an appropriate amendment to such notice is given before or after covenant and (ii) the Borrower's compliance with such change in GAAP or in the application thereof, then such provision covenant shall be interpreted determined on the basis of U.S. GAAP as in effect and applied immediately before such the relevant change shall have become in U.S. GAAP became effective until such notice shall have been withdrawn or such provision covenant is amended in accordance herewith. (b) In a manner satisfactory to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” Borrower and the word “through” means “to and includingRequired Lenders.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall shall, except where the context otherwise requires, be deemed to be followed by the phrase “without limitation.” ”. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns . (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. b) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as GAAP in effect from time to time. The parties hereto agree, however, that in the event that any change in accounting principles from those used in the preparation of Viacom’s financial statements referred to in Section 3.2 is, after the Closing Date, occasioned by the promulgation of rules, regulations, pronouncements, opinions and statements by or required by the Financial Accounting Standards Board or Accounting Principles Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) and such change materially affects the calculation of any component of the Financial Covenant or any standard or term contained in this Agreement, the Administrative Agent and Viacom shall negotiate in good faith to amend such Financial Covenant, standards or terms found in this Agreement (other than in respect of financial statements to be delivered hereunder) so that, upon adoption of such changes, the criteria for evaluation of Viacom’s and its Subsidiaries’ financial condition shall be the same after such change as if such change had not been made; provided, thathowever, that (i) any such amendments shall not become effective for purposes of this Agreement unless approved by the Required Lenders and (ii) if Viacom and the Required Lenders cannot agree on such an amendment, then the calculations under such Financial Covenant, standards or terms shall continue to be computed without giving effect to such change in accounting principles. (c) For the purposes of calculating Consolidated EBITDA and Consolidated Interest Expense for any period (a “Test Period”), (i) if at any time from the period (a “Pro Forma Period”) commencing on the second day of such Test Period and ending on the date which is ten days prior to the date of delivery of the Compliance Certificate in respect of such Test Period (or, in the case of any pro forma calculation made pursuant hereto in respect of a particular transaction, ending on the date such transaction is consummated after giving effect thereto), Viacom or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the Property which is the subject of such Material Disposition for such Test Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Test Period, and Consolidated Interest Expense for such Test Period shall be reduced by an amount equal to the Consolidated Interest Expense for such Test Period attributable to any Indebtedness of Viacom or any Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to Viacom and its Subsidiaries in connection with such Material Disposition (or, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect Capital Stock of any change occurring Subsidiary is sold, the Consolidated Interest Expense for such Test Period directly attributable to the Indebtedness of such Subsidiary to the extent Viacom and its continuing Subsidiaries are no longer liable for such Indebtedness after such Disposition); (ii) if during such Pro Forma Period Viacom or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA and Consolidated Interest Expense for such Test Period shall be calculated after giving pro forma effect thereto (including the Closing Date incurrence or assumption of any Indebtedness in GAAP connection therewith) as if such Material Acquisition (and the incurrence or in the application thereof assumption of any such Indebtedness) occurred on the operation first day of such provision Test Period; and (iii) if during such Pro Forma Period any Person that subsequently became a Subsidiary or was merged with or into Viacom or any Subsidiary since the beginning of such Pro Forma Period shall have entered into any disposition or acquisition transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Viacom or a Subsidiary during such Pro Forma Period, Consolidated EBITDA and Consolidated Interest Expense for such Test Period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such Test Period. For the purposes of this paragraph, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness discharged or incurred in connection therewith, the pro forma calculations shall be determined in good faith by a Financial Officer of Viacom. If any Indebtedness bears a floating rate of interest and the incurrence or assumption thereof is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the Administrative Agent notifies rate in effect on the Company that last day of the Required Lenders request an amendment relevant Pro Forma Period had been the applicable rate for the entire relevant Test Period (taking into account any interest rate protection agreement applicable to any provision hereof for such purposeIndebtedness if such interest rate protection agreement has a remaining term in excess of 12 months), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision . Comparable adjustments shall be interpreted on the basis made in connection with any determination 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 herewithConsolidated EBITDA. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date 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. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “"include,” “", "includes” " and “"including” shall " shall, except where the context otherwise requires, be deemed to be followed by the phrase “"without limitation.” ". All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns . (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in accordance with Section 10.08 or, to the extent applicable, cured in accordance with Section 8.02 or otherwise. b) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as GAAP in effect from time to time. The parties hereto agree, however, that in the event that any change in accounting principles from those used in the preparation of the financial statements referred to in Section 3.2 is, after March 7, 2001, occasioned by the promulgation of rules, regulations, pronouncements, opinions and statements by or required by the Financial Accounting Standards Board or Accounting Principles Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) and such change materially affects the calculation of any component of the Financial Covenant or any standard or term contained in this Agreement, the Administrative Agent and Viacom shall negotiate in good faith to amend such Financial Covenant, standards or terms found in this Agreement (other than in respect of financial statements to be delivered hereunder) so that, upon adoption of such changes, the criteria for evaluation of Viacom's and its Subsidiaries' financial condition shall be the same after such change as if such change had not been made; provided, thathowever, if the Company notifies the Administrative Agent that the Company requests an amendment to (i) any provision hereof to eliminate the effect such amendments shall not become effective for purposes of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that this Agreement unless approved by the Required Lenders request and (ii) if Viacom and the Required Lenders cannot agree on such an amendment amendment, then the calculations under such Financial Covenant, standards or terms shall continue to any provision hereof for such purpose), regardless of whether any such notice is given before or after be computed without giving effect to such change in GAAP accounting principles; provided further, however, that the parties hereto agree that Viacom and its Subsidiaries have adopted Statement of Position 00-2, "Accounting by Producers or in Distributors of Films" effective as from January 1, 2000; Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" effective as from January 1, 2002; SFAS No. 143, "Accounting for Asset Retirement Obligations" effective as from January 1, 2003; SFAS No. 144, "Accounting for the application thereofImpairment or Disposal of Long-Lived Assets" effective as from January 1, then such provision shall be interpreted on the basis 2002; and SFAS No. 145, "Rescission of GAAP FASB Statements No. 4, 44 and 64, Amendments to FASB Statement No. 13 and Technical Corrections" effective 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 herewithfrom January 1, 2003. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all types of tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (i) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, to the extent applicable, cured in accordance with Section 8.02 or otherwise. Except as otherwise expressly provided herein, and (ii) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, thathowever, that if the Company Holdings notifies the Administrative Agent that the Company requests an amendment it wishes to amend any provision hereof covenant in Article VI or any related definition to eliminate the effect of any change in GAAP (or change contemplated by Section 6.13(b)) occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision covenant (or if the Administrative Agent notifies the Company Holdings that the Required Lenders request an amendment wish to amend Article VI or any provision hereof related definition for such purpose), regardless of whether any then Holdings’ compliance with such notice is given before or after such covenant shall be determined, with respect to the relevant change in GAAP or in the application thereofGAAP, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective in GAAP became effective, until either such notice shall have been is withdrawn or such provision covenant is amended in accordance herewith. a manner satisfactory to (bx) In the computation of periods of time from a specified date with respect to a later specified datechanges in GAAP related to pension or lease accounting, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” revenue recognition or financial instruments, Holdings and the word “through” means “Administrative Agent in its sole discretion and (y) with respect to other changes to GAAP, Holdings and including.”the Required Lenders. [[5517420]] #93623000v7

Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” ”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Credit Document shall mean such document as amended, restated, supplemented, replaced supplemented or otherwise modified from time to time. All references to a person shall include that person’s permitted successors and assigns (subject to any restrictions on assignment set forth herein). With respect to any Default or Event of Default, the words “exist,” “existence,” “occurred” or “continuing” shall be deemed to refer to a Default or Event of Default that has not been waived in each case, in accordance with Section 10.08 orthe express terms of this Agreement, (b) any reference to the extent applicableany law shall include all statutory and regulatory provisions consolidating, cured in accordance with Section 8.02 amending, replacing or otherwise. Except interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as otherwise expressly provided hereinamended, modified or supplemented from time to time and (c) all terms of an accounting or financial nature shall be construed in accordance with GAAP, GAAP as in effect from time to time; provided, thathowever, that if the Company Borrower notifies the Administrative Agent that the Company requests an amendment Borrower wishes to amend any provision hereof covenant in Article 6 or any related definition to eliminate the effect of any change in GAAP occurring after the Closing Date in GAAP or in the application thereof date of this Agreement on the operation of such provision covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders request an amendment wish to amend Article 6 or any provision hereof related definition for such purpose), regardless then the Borrower’s compliance with such covenant shall be determined on the basis of whether any GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is given before withdrawn or after such change covenant is amended in GAAP a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding anything to the contrary contained herein, all financial covenants contained herein or in the application thereof, then such provision any other Credit Document shall be interpreted calculated without giving effect to any election under Accounting Standards Codification 000-00-00 or 470-20 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or at any amount other than the outstanding principal amount thereof. Notwithstanding anything to the contrary in this Agreement or any Credit Document, whenever it is necessary to determine whether a lease is a capital lease or an operating lease, such determination shall be made 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 herewithon January 1, 2012. (b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the word “through” means “to and including.”