Common use of Calculations; Computations Clause in Contracts

Calculations; Computations. (a) All accounting determinations under this Agreement and all financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent to the Lenders); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusive, shall utilize GAAP and policies in conformity with those used to prepare the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of any change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change). (b) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent to the Lendersthereto); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.112.14, inclusive8.13 and 9 and calculations of the First Lien Net Leverage Ratio, Secured Net Leverage Ratio, Total Net Leverage Ratio and Interest Coverage Ratio, shall utilize GAAP and policies in conformity with those used to prepare the financial statements Pro Forma Financial Statements (subject to purchase accounting and other adjustments reasonably satisfactory to the Administrative Agent as a result of Parent the Acquisition); provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and its Subsidiaries referred applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to in Section 6.05(a) for enter into an amendment of the fiscal year ended nearest relevant affected provisions (without the payment of any amendment or similar fee to December 31, 2010 and (iiithe Lenders) to preserve the extent original intent thereof in light of such change in GAAP or the application thereof, (ii) except as otherwise expressly provided herein, certain for purposes of calculating financial terms, all covenants and related definitions, all such calculations shall be made based on the operations, assets and results of the Borrower and its Restricted Subsidiaries on a Pro Forma Basis. In consolidated basis and shall be made without giving effect to the event operations, assets or results of any change Unrestricted Subsidiaries, (iii) notwithstanding anything to the contrary contained herein, all covenants and financial ratios contained herein or in GAAP any other Credit Document shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any such changesimilar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, for (iv) all financial statements delivered to the purpose Administrative Agent in accordance with the terms of this Section 11.07, an “Accounting Change”) that occurs Agreement after the date of this Agreementany accounting change shall contain a schedule showing the adjustments, then the Credit Parties and the Administrative Agentin any, on behalf of the Lenders, agree necessary to enter into good faith negotiations reconcile such financial statements with GAAP as in order effect immediately prior to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been madeaccounting changes, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (iv) all financial covenants, standards and terms references in this Agreement to a four-Fiscal Quarter period of the Borrower referring to a period prior to the Closing Date shall be calculated and/or construed refer to the applicable period prior to the Closing Date as if such Accounting Change the Borrower had not been made, and (ii) Parent shall prepare footnotes to each certificate existed and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show Transaction has occurred on the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)first day of said period. (b) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. (c) Notwithstanding anything to the contrary herein, at any time after an IPO, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Dividend or (y) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (y) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (c) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) Notwithstanding anything to the contrary herein, with respect to any amounts incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount” (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred in reliance on clause (ii) of the definition of “Maximum Incremental Facilities Amount” (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts. (f) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Lease Obligations in conformity with GAAP on the date hereof shall be considered Capitalized Lease Obligations, and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith (provided that together with all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrower shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout in effect from time to time; provided that if the periods involved (except as set forth Company notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the notes thereto 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 otherwise disclosed in writing effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall CHAR1\▇▇▇▇▇▇▇▇▇ have the right, if required by Parent relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the election, which election shall, for purposes of this Agreement, be treated as a permitted change in GAAP and shall be subject to the Lenders); provided that, (i) notwithstanding anything to terms of the contrary immediately preceding sentence. Notwithstanding any other provision contained elsewhere herein, all terms of an accounting or financial covenants contained nature used herein shall be calculated construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to (i) Statement of Financial Accounting Standards No. 159 141R or ASC 805 (or any other financial accounting standard having a similar accounting principle), result or effect) and (ii) except as otherwise specifically provided Financial Accounting Standards Board Accounting Standards Codification 825 and Financial Accounting Standards Board Accounting Standards Codification 470-20 on financial liabilities. Notwithstanding any other provision contained herein, all computations any lease which was (or would have been) classified as an operating lease under the Company’s accounting treatment thereof in accordance with GAAP as in effect on the date of the Existing Credit Agreement shall not constitute a capital lease under this Agreement, and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11the obligations or liabilities thereunder shall not constitute capitalized lease obligations under this Agreement, inclusive, shall utilize GAAP and policies in conformity with those used to prepare the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of notwithstanding any change changes in GAAP (or the required implementation of any such change, for the purpose of this Section 11.07, an “Accounting Change”previously promulgated changes in GAAP) that occurs after subsequent to the date of this Agreement, then the Existing Credit Parties and Agreement (whether before or after the Administrative Agent, on behalf Closing Date) relating to the treatment of the Lenders, agree to enter into good faith negotiations in order to amend such provisions a lease as an operating lease or capitalized lease. (b) The calculation of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in ratios under this Agreement shall be calculated and/or construed as by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Changethere is no nearest number). (b) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Borrower to the LendersLenders and except that quarterly financial statements may not include notes and are subject to year-end adjustments); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 9.08 through 8.119.10, inclusive, and the Applicable Margin shall utilize GAAP accounting principles and policies in conformity with those used to prepare the historical financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) delivered to the extent expressly provided hereinLenders pursuant to Section 7.05(a) (with the foregoing generally accepted accounting principles, certain calculations shall be made on a Pro Forma Basissubject to the preceding proviso, herein called “GAAP”). In the event of any changes (“Accounting Changes”) in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion of the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC, if such Accounting Changes result in a change in GAAP (any such changethe method of calculation of financial covenants, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date standards or terms of this Agreement, then the Credit Parties Borrower and the Administrative Agent, on behalf of the Lenders, Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change Changes with the desired result that the criteria for evaluating the Borrower’s financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change Changes as if such Accounting Change Changes had not been made, and until . Until such time as such an amendment shall have been executed and delivered by the Credit Parties Borrower, the Administrative Agent and the Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall continue to be calculated and/or construed as if such Accounting Change Changes had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)occurred. (b) All computations of interest payable at the Eurodollar Rate, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, Commitment Commission or Fees are payable. All computations of interest payable at the Base Rate shall be made on the basis on a year of 365 (or 366, as applicable) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Borrower to the LendersBanks); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) PROVIDED that except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.114.02, inclusive8.14 and 9, shall including definitions used therein shall, in each case, utilize GAAP accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the December 31, 1997 financial statements of Parent and its Subsidiaries referred the Borrower delivered to in the Banks pursuant to Section 6.05(a) for the fiscal year ended nearest to December 317.10(b); PROVIDED FURTHER, 2010 and that (iiii) to the extent expressly provided hereinrequired pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma PRO FORMA Basis. In , (ii) to the event extent compliance with any of Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to the Original Effective Date, the First Restatement Effective Date or the Second Restatement Effective Date, such calculation shall be adjusted on a PRO FORMA Basis to give effect to the Original Transaction, the MTI Transaction or the Transaction (other than the ASHS Acquisition and the ASHS Acquired Subsidiaries Refinancing), as the case may be, as if same had occurred on the first day of the respective period and (iii) in the case of any change in GAAP (determinations of Consolidated Interest Expense and Consolidated Fixed Charges for any such changeportion of any Test Period which ends prior to the Second Restatement Effective Date or the ASHS Acquisition Date, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties all computations determining compliance with Sections 9.08 and the Administrative Agent, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement 9.10 shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and in accordance with the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)definition of Test Period contained herein. (b) All computations of interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payabledays.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent Aleris to the Lenders); provided that, that (i) notwithstanding anything if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either Aleris or the Required Lenders shall so request, the Administrative Agent, the Lenders and Aleris shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the contrary contained elsewhere hereinapproval of the Administrative Agent or the Required Lenders); provided that, all until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (B) Aleris shall provide to the Administrative Agent and the Lenders financial covenants contained herein shall be calculated without statements and any 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 election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), such change in GAAP and (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusive, shall utilize GAAP and policies in conformity with those used to prepare the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of any change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change). (b) All computations of interest interest, Commitment Commission and other Fees (other than Drawing Fees) hereunder shall be made on the basis of a year of 360 days (or in the case of Base Rate Loans (and other amounts owing hereunder or under any other Credit Document to which the Base Rate is applicable) 365 or 366 days, as the case may be) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent Holdings to the Lenders); provided provided, that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11Section 8, inclusiveincluding definitions used therein, shall utilize GAAP accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the historical financial statements delivered to the Lenders pursuant to Section 6.09, provided that in the event GAAP shall be modified from that in effect at the time of the preparation of such financial statements, the Borrower shall be entitled to utilize GAAP, as so modified, for purposes of such computations to the extent that (x) the Borrower gives the Lenders 30 days' prior written notice of such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, if any, to Sections 8.03(g), 8.04(l), 8.05, 8.07 and 8.08 (and the definitions used therein) the sole purpose of which shall be to give effect to such proposed change (it being understood and agreed that to the extent that the Borrower and the Majority SMA cannot agree on appropriate adjustments to such Sections (or that no adjustments are necessary), the proposed change may not be effected); and provided further, that if at any time the computations determining compliance with Section 8 utilize accounting principles different from those utilized in the financial statements of Parent and its Subsidiaries referred furnished to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of any change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf of the Lenders, agree such financial statements shall be accompanied by reconciliation work-sheets. Notwithstanding the foregoing, for purposes of the computations determining compliance with Section 8, all expenses and other charges arising from any settlement of tobacco liability which are required by GAAP to enter into good faith negotiations in order be retroactively applied to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition a previous fiscal quarter of Parent shall instead be accrued in the fiscal quarter in which such expenses and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)charges occur. (b) All computations of interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days. (c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in a currency other than U.S. dollars, shall be made by converting same into U.S. dollars at (x) if a Currency Agreement has been entered into by the Borrower and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Currency Agreement, provided that this clause (x) shall not be applicable (I) unless the Administrative Agent has received sufficient information from the Borrower to determine the exchange rate established by such Currency Agreement and the duration thereof, or (II) to any determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, (y) in the case of a determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, the spot exchange rate for the actual number currency in question of days the Letter of Credit Issuer on the date of such Drawing or (including z) if the first day but excluding provisions of the foregoing clauses (x) and (y) are not applicable, the "official" exchange rate, if applicable, or the spot exchange rate for the currency in question calculated by the Administrative Agent on the last day) occurring in Computation Date preceding the period for date on which any such interest or Fees are payabledetermination is being made and at such other times as the Administrative Agent elects to make such determination, it being understood that the Administrative Agent shall have no obligation to make any such other determinations. The Administrative Agent will promptly notify the Borrower and each Letter of Credit Issuer of its determinations hereunder.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP accounting principles generally accepted in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent Silgan to the Lenders); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, (i) all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11Section 4.02, inclusive, Section 8 and the definitions of Applicable Commitment Commission Percentage and Applicable Margin shall utilize GAAP accounting principles and policies in conformity with those used to prepare the audited historical financial statements of Parent and its Subsidiaries referred to in Section 6.05(a6.07(a), (ii) in determining Interest Expense for any period, no effect shall be given (but only to the extent not already otherwise excluded for the fiscal year ended nearest calculation of Interest Expense under this Agreement) to December 31non-cash amounts recorded (or required to be recorded) in accord with FAS 133, 2010 and (iii) to all computations determining compliance with Sections 8.07 and 8.08 and the extent expressly provided herein, certain calculations definitions of Applicable Commitment Commission Percentage and Applicable Margin shall be made determined on a Pro Forma Basis. In , and (iv) notwithstanding anything to the event of any change in GAAP (any contrary contained herein, all such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries statements shall be the same after such Accounting Change as if such Accounting Change had not been madeprepared, and until such time as such an amendment all financial covenants contained herein or in any other Credit Document shall have been executed be calculated, in each case, without giving effect to any election or requirement under FAS 159, FAS 141R and delivered by FAS 157 (or any similar accounting principle) permitting or requiring a Person to value its financial liabilities at the Credit Parties and Required Lenders, fair value thereof; provided further that (i) all financial covenantsin determining EBITDA for any period, standards and terms in this Agreement no effect shall be calculated and/or construed given (but only to the extent not already otherwise excluded from the calculation of EBITDA under this Agreement) (I) to FAS 106, (II) to non-cash amounts recorded (or required to be recorded) in accordance with FAS 133 or (III) to FAS 141R to the extent relating to expenses incurred in connection with business combinations as if such Accounting Change had not been madepart of a Permitted Acquisition, and (ii) Parent shall prepare footnotes to each certificate for purposes of calculating the Applicable Commitment Commission Percentage, the Applicable Margin and all financial ratios and financial terms, the financial statements required to results of Unrestricted Subsidiaries shall be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)ignored. (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable, provided, however, that (i) all computations of interest on Alternate Currency Loans denominated in Pounds Sterling, (ii) all computations of interest on Canadian Prime Rate Loans, (iii) all computations of interest on B/A Discount Rate Loans, (iv) all computations of interest on Base Rate Loans calculated by reference to the Prime Lending Rate and (v) all computations of Drawing Fees, in each case shall be made on the basis of a year of 365 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are is payable. (c) Notwithstanding anything to the contrary contained in clause (a) of this Section 12.07, for purposes of determining compliance with any incurrence tests set forth in Section 8 (excluding Sections 8.07 and 8.08 and the definitions of Applicable Commitment Commission Percentage, Applicable Margin and Consolidated Tangible Assets), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the relevant exchange rates (as shown on the relevant page of Reuters or (x) if Reuters does not provide such exchange rates, as shown on the relevant page of the Wall Street Journal or (y) if the Wall Street Journal does not provide such exchange rates, on such other basis as is satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein. (d) For purposes of the Interest Act (Canada) with respect to Canadian Term Loans or Canadian Revolving Loans, whenever any interest, fees or commission to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is other than the number of days in such year (the “Contract Period”), the yearly rate to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days in the Contract Period. The rates of interest under the Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Borrower to the Lenders); provided that, PROVIDED that (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (iix) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all definitions (including accounting terms) used in computations determining compliance with Sections 8.07 through 8.118.11 and 8.12, inclusiveincluding definitions used therein, shall utilize GAAP accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the historical financial statements of Parent and its Subsidiaries referred the Rexnord Business delivered to in the Lenders pursuant to Section 6.05(a6.10(b) for the fiscal year ended nearest to December 31, 2010 and (iiiy) to the extent expressly provided hereinif, certain calculations shall be made on as a Pro Forma Basis. In the event result of any change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of this Agreementsuch financial statements occurs, then then, following the Credit Parties and request of the Borrower, or the Administrative Agent, on behalf of Agent or the Required Lenders, agree to enter into the parties hereto shall negotiate in good faith negotiations in order modifications to amend such the definitions, covenants and other provisions of this Agreement so as relating to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of Parent such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with the same accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Effective Date and on or prior to the date of the respective such Accounting Change as if such Accounting Change had not been madeamendment), and PROVIDED FURTHER, that until such time as such an any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Effective Date (or the date of the last amendment shall have been executed and delivered by effected pursuant to clause (y) of the Credit Parties and Required Lendersimmediately preceding proviso) in GAAP, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and then the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to be delivered pursuant to Sections 7.01(a), determine compliance with the provisions referenced in clause (b), (c), and (fx) hereunder that show of the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)immediately preceding proviso. (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payabledays.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto thereto, if any, or as otherwise disclosed in writing by Parent the Borrower to the Lenders); , provided that, that (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (iix) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all definitions (including accounting terms) used in computations determining compliance with Sections 8.07 through 8.11the Financial Covenants, inclusiveincluding definitions used therein, shall utilize GAAP accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the historical financial statements of Parent Holdings and its Subsidiaries referred to in the first sentence of Section 6.05(a6.10(b) for the fiscal year ended nearest to December 31, 2010 and (iiiy) to the extent expressly provided hereinif, certain calculations shall be made on as a Pro Forma Basis. In the event result of any change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of this Agreementsuch financial statements occurs, then then, following the Credit Parties and request of the Borrower, or the Administrative Agent, on behalf of Agent or the Required Lenders, agree to enter into the parties hereto shall negotiate in good faith negotiations in order modifications to amend such the definitions, covenants and other provisions of this Agreement so as relating to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of Parent such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with the same accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date of the respective such Accounting Change as if such Accounting Change had not been madeamendment), and provided further, that until such time as such an any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment shall have been executed and delivered by effected pursuant to clause (y) of the Credit Parties and Required Lendersimmediately preceding proviso) in GAAP, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and then the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to be delivered pursuant to Sections 7.01(a), determine compliance with the provisions referenced in clause (b), (c), and (fx) hereunder that show of the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)immediately preceding proviso. (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payabledays.

Calculations; Computations. (a) All accounting determinations under this Agreement terms not specifically or completely defined herein shall be construed in conformity with, and all financial statements data (including financial ratios and other financial calculations) required to be furnished submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. (b) If at any time any change in GAAP or in the application of GAAP would affect the computation of any financial ratio or financial term or definition set forth in any Loan Document and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the Lenders pursuant hereto approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) such ratio shall continue to be made and prepared computed in accordance with GAAP consistently applied throughout prior to such change and (ii) the periods involved Borrower shall provide to the Administrative Agent financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or financial covenant made before and after giving effect to such change in (except as set forth or in the notes thereto application of) GAAP as is reasonably necessary to demonstrate the calculation and compliance (or as otherwise disclosed in writing by Parent to the Lenders); provided that, non compliance) with such ratio. (ic) notwithstanding Notwithstanding anything to the contrary contained elsewhere herein, (i) other than with respect to the delivery if financial statements pursuant to Sections 7.01(a), (b) and (c), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial covenants contained herein calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be calculated prepared without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 under FASB ASC 825 (or any similar accounting principle)) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (ii) except to the extent that the pronouncements in FAS 123r result in recording an equity award as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusive, shall utilize GAAP and policies in conformity with those used to prepare a liability on the financial statements consolidated balance sheet of Parent Holdings and its Subsidiaries referred to in Section 6.05(a) the circumstance where, but for the fiscal year ended nearest to December 31application of the pronouncements, 2010 such award would have been classified as equity) and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In For the event avoidance of doubt, notwithstanding any change changes in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf Closing Date that would require lease obligations that would be treated as operating leases as of the Lenders, agree Closing Date to enter into good faith negotiations in order to amend such provisions be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent Holdings and its Subsidiaries Subsidiaries, such obligations shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required continue to be delivered pursuant to Sections 7.01(a), (b), (c), excluded from the definition of Indebtedness and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)Capital Lease Obligations. (bd) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement terms not specifically or completely defined herein shall be construed in conformity with, and all financial statements data (including financial ratios and other financial calculations) required to be furnished submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. (b) If at any time any change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth in any Loan Document and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the Lenders pursuant hereto approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be made and prepared computed in accordance with GAAP consistently applied throughout prior to such change and (ii) the periods involved Borrower shall provide to the Administrative Agent financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Excess Cash Flow or such ratio or financial covenant made before and after giving effect to such change in (except as set forth or in the notes thereto application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or as otherwise disclosed in writing by Parent to the Lenders); provided that, non‑compliance) with such ratio. (ic) notwithstanding Notwithstanding anything to the contrary contained elsewhere herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial covenants contained herein calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be calculated prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 under FASB ASC 825 (or any similar accounting principle)) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (ii) except to the extent that the pronouncements in FAS 123r result in recording an equity award as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusive, shall utilize GAAP and policies in conformity with those used to prepare a liability on the financial statements consolidated balance sheet of Parent Holdings and its Subsidiaries referred to in Section 6.05(a) the circumstance where, but for the fiscal year ended nearest to December 31application of the pronouncements, 2010 such award would have been classified as equity) and (iii) with respect to any period during which the extent expressly provided hereinTransactions or any Specified Transaction occurs, certain calculations the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Net Income (other than with respect to Excess Cash Flow) and Consolidated Total Assets or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma Basis. In For the event avoidance of doubt, notwithstanding any change changes in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf Closing Date that would require lease obligations that would be treated as operating leases as of the Lenders, agree Closing Date to enter into good faith negotiations in order to amend such provisions be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent Holdings and its Subsidiaries Subsidiaries, such obligations shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required continue to be delivered pursuant to Sections 7.01(a), (b), (c), excluded from the definition of Indebtedness and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)Capital Lease Obligations. (bd) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (ai) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP IFRS consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent to the Lendersthereto); provided that, that (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (iig) except as otherwise specifically provided herein, all computations of Excess Cash Flow and the Applicable Margin, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusiveSection 8.13, shall utilize GAAP IFRS and policies in conformity with those used to prepare the audited financial statements of Parent and its Subsidiaries the Borrower referred to in Section 6.05(a7.05(a)(i) for the fiscal year of the Borrower ended nearest to December May 31, 2010 and 2013 and, (iiih) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of ; provided, further, that if any change in IFRS (including any change that is the result of an election by the Borrower that its financial statements be prepared and maintained in accordance with GAAP (any such change, for or Canadian GAAP) results in a change in the purpose calculation of the financial covenants or interpretation of related provisions of this Section 11.07, an “Accounting Change”) that occurs after the date of this AgreementAgreement or any other Credit Document, then the Credit Parties Borrower, the Administrative Agent and the Administrative Agent, on behalf of the Lenders, Lenders agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such changes in IFRS (including any such Accounting Change change that is the result of an election by the Borrower that its financial statements be prepared and maintained in accordance with GAAP or Canadian GAAP) with the desired result that the criteria for evaluating the Borrower’s financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change change in IFRS as if such Accounting Change change had not been made; provided, and further, that, notwithstanding any other provision of this Agreement, the Required Lenders’ agreement to any amendment of such provisions shall be sufficient to bind all Lenders; provided, further, that until such time as such an amendment shall the financial covenants and the related provisions of this Agreement have been executed amended in accordance with the terms of this paragraph, the calculations of financial covenants and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement interpretation of any related provisions shall be calculated and/or construed and interpreted in accordance with IFRS as if in effect immediately prior to such Accounting Change had not been change in IFRS (including any change that is the result of an election by the Borrower that its financial statements be prepared and maintained in accordance with GAAP or Canadian GAAP); provided, further, that all determinations made pursuant to any applicable leverage test or any financial definition used therein shall be determined on the basis of IFRS as applied and in effect immediately before the relevant change in IFRS or the application thereof became effective, until such leverage test or such financial definition is amended. 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, and without giving effect to Statement of Financial Accounting Standards 141R or ASC 805 (iior any other financial accounting standard having a similar result or effect). Notwithstanding any changes in IFRS after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under IFRS in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect not constitute Indebtedness or a Capitalized Lease Obligation under this Agreement or any other Credit Document as a result of such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)changes in IFRS. (bj) All computations of interest (other than interest based on the Base Rate) and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. All computations of interest determined by reference to the Base Rate shall be based on a 365 day or 366 day year, as the case may be. (k) The calculation of any financial ratios under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent to the Lendersthereto); provided provided, that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.112.15, inclusive8.13 and 9 and calculations of the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Total Net Leverage Ratio, shall utilize GAAP; provided, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the 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 policies applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in conformity with those used accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to prepare enter into an amendment of the financial statements relevant affected provisions (without the payment of Parent and its Subsidiaries referred any amendment or similar fee to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iiiLenders) to preserve the extent original intent thereof in light of such change in GAAP or the application thereof, (ii) except as otherwise expressly provided herein, certain for purposes of calculating financial terms, all covenants and related definitions, all such calculations shall be made based on the operations, assets and results of the Borrower and its Subsidiaries on a Pro Forma Basis. In consolidated basis, (iii) notwithstanding anything to the event of contrary contained herein, all covenants and financial ratios contained herein or in any change other Credit Document shall be calculated, in GAAP each case, without giving effect to any election under FASB ASC 825 (or any such changesimilar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, for (iv) all financial statements delivered to the purpose Administrative Agent in accordance with the terms of this Section 11.07, an “Accounting Change”) that occurs Agreement after the date of this Agreementany accounting change shall contain a schedule showing the adjustments, then the Credit Parties and the Administrative Agentif any, on behalf of the Lenders, agree necessary to enter into good faith negotiations reconcile such financial statements with GAAP as in order effect immediately prior to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been madeaccounting changes, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (iv) all financial covenants, standards and terms references in this Agreement to a four-Fiscal Quarter period of the Borrower referring to a period prior to the Closing Date shall be calculated and/or construed refer to the applicable period prior to the Closing Date as if such Accounting Change the Borrower had not been made, and (ii) Parent shall prepare footnotes to each certificate existed and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show Transaction has occurred on the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)first day of said period. (b) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. (c) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Dividend or (y) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (y) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (c) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) [Reserved].

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to -------------------------- be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Borrower to the LendersBanks); , provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically -------- provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11Section 8, inclusiveincluding definitions used therein, shall utilize GAAP accounting principles and policies pol- icies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the historical financial statements delivered to the Banks pursuant to Section 6.09, provided that in the event GAAP shall be modified from -------- that in effect at the time of Parent and its Subsidiaries referred the preparation of such financial statements, the Borrower shall be entitled to in Section 6.05(a) utilize GAAP, as so modified, for the fiscal year ended nearest to December 31, 2010 and (iii) purposes of such computations to the extent expressly provided hereinthat (x) the Borrower gives the Banks 30 days' prior written notice of such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, certain calculations if any, to Sections 8.03(e), 8.04(h), 8.05, 8.07, 8.08, 8.09 and 8.10 (and the definitions used therein) the sole purpose of which shall be made on a Pro Forma Basis. In to give effect to such proposed change (it being understood and agreed that to the event of any change in GAAP (any such change, for extent that the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties Borrower and the Administrative AgentMajority SMA cannot agree on appropriate adjustments to such Sections (or that no adjustments are necessary), on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall proposed change may not be the same after such Accounting Change as if such Accounting Change had not been madeeffected), and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lendersprovided further, (i) all that if at any time the computations determining ---------------- compliance with Section 8 utilize accounting principles different from those utilized in the financial covenantsstatements furnished to the Banks, standards and terms in this Agreement such financial statements shall be calculated and/or construed as if such Accounting Change had not been made, accompanied by reconciliation work-sheets and (ii) Parent in the event that the Indebtedness and related receivables under the Hanover Facility or under any Replacement Receivables Facility are no longer given off-balance sheet treatment, any such Indebtedness, the interest expense or discount thereon and related receivables under the Hanover Facility or any Replacement Receivables Facility shall prepare footnotes continue to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis receive off-balance sheet treatment for calculating financial covenant purposes of determining compliance (without reflecting such Accounting Change)with Section 8. (b) All computations of interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payabledays.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent Holdings to the Lenders); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations and all definitions (including accounting terms) used in determining compliance with Section 10.16 and Sections 8.07 11.07 through 8.1111.10, inclusive, shall utilize GAAP and policies in conformity with those used to prepare the audited financial statements of Parent and its Subsidiaries Holdings referred to in Section 6.05(a9.05(a) for the fiscal year ended nearest to December 31, 2010 2014, (ii) notwithstanding anything to the contrary contained herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitted a Person to value its financial liabilities at the fair value thereof and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of any change in GAAP (any such change, for the purpose of this Section 11.0714.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent Holdings shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a10.01(a), (b), (c), and (fg) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change). (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent Holdings or the U.S. Borrower to the LendersBanks); provided thatprovided, that (x) fees payable pursuant to Section 8.08(iii) may be excluded in computations of Consolidated EBITDA, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (iiy) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.114.02 and 8, inclusiveincluding definitions used therein, shall utilize GAAP accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the December 31, 1998 financial statements delivered to the Banks pursuant to Section 6.10(b) but shall not give effect to purchase accounting adjustments required or permitted by APB 16 (including non-cash write ups and non-cash charges relating to inventory, fixed assets and in process research and development, in each case arising in connection with any Permitted Acquisition) and APB 17 (including non-cash charges relating to intangibles and goodwill arising in connection with any Permitted Acquisition); provided that for purposes of any determination of the Euro Equivalent in connection with a mandatory repayment pursuant to Section 4.02(A)(a)(ii), the Euro Equivalent of any Alternate B Currency Loan shall be calculated on the second Business day of each calendar quarter, and (z) if at any time the computations determining compliance with Sections 4.02 and 8 utilize accounting principles different from those utilized in the financial statements of Parent and its Subsidiaries referred furnished to in Section 6.05(a) for the fiscal year ended nearest to December 31Banks, 2010 and such financial statements shall be accompanied by reconciliation work-sheets; provided further, that (iiii) to the extent expressly provided hereinrequired pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis. In the event of any change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent in the case of any determinations of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date, all computations determining compliance with Section 8.10 and all determinations of the Consolidated Interest Coverage Ratio shall prepare footnotes to each certificate and be calculated in accordance with the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)definition of Test Period contained herein. (b) All computations of interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days. (c) For purposes of this Agreement, the Euro Equivalent of each Alternate B Currency Loan shall be calculated on the date when any such Alternate B Currency Loan is made or repaid, on the second Business Day of each month and at such other times as designated by the Administrative Agent at any time when a Default under Section 9.01 or an Event of Default exists; provided that for purposes of any determination of the actual number Euro Equivalent in connection with a mandatory repayment pursuant to Section 4.02(A)(a)(ii), the Euro Equivalent of days (including any Alternate B Currency Loan shall be calculated on the first second Business day but excluding of each calendar quarter. Such Euro Equivalent shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by the U.S. Borrower and the German Borrower, it being understood that until such notice is received, the Euro Equivalent shall be that Euro Equivalent as last day) occurring in reported to the period for which Borrowers by the Administrative Agent. The Administrative Agent shall promptly notify each Borrower and the Banks of each such interest or Fees are payabledetermination of the Euro Equivalent.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent to the Lendersthereto); provided thatprovided, that (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.119.17 and 10 and calculations of the Fixed Charge Coverage Ratio, inclusivethe Secured Net Leverage Ratio and the Total Net Leverage Ratio, shall utilize GAAP and policies in conformity with those used to prepare the financial statements Pro Forma Financial Statements (subject to purchase accounting and other adjustments reasonably satisfactory to the Administrative Agent as a result of Parent the Acquisition); provided, that if the Borrowers notify the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the 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 its Subsidiaries referred applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrowers or the Required Lenders, then the Borrowers and the Administrative Agent shall negotiate in good faith to in Section 6.05(a) for enter into an amendment of the fiscal year ended nearest relevant affected provisions (without the payment of any amendment or similar fee to December 31, 2010 and (iiithe Lenders) to preserve the extent original intent thereof in light of such change in GAAP or the application thereof, (ii) except as otherwise expressly provided herein, certain for purposes of calculating financial terms, all covenants and related definitions, all such calculations shall be made based on the operations, assets and results of the Company and its Subsidiaries on a Pro Forma Basis. In consolidated basis, (iii) notwithstanding anything to the event of contrary contained herein, all covenants and financial ratios contained herein or in any change other Credit Document shall be calculated, in GAAP each case, without giving effect to any election under FASB ASC 825 (or any such changesimilar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, for (iv) all financial statements delivered to the purpose Administrative Agent in accordance with the terms of this Section 11.07, an “Accounting Change”) that occurs Agreement after the date of this Agreementany accounting change shall contain a schedule showing the adjustments, then the Credit Parties and the Administrative Agentin any, on behalf of the Lenders, agree necessary to enter into good faith negotiations reconcile such financial statements with GAAP as in order effect immediately prior to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been madeaccounting changes, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (iv) all financial covenants, standards and terms references in this Agreement to a four-Fiscal Quarter period of the Company referring to a period prior to the Effective Date shall be calculated and/or construed refer to the applicable period prior to the Effective Date as if such Accounting Change the Company had not been made, and (ii) Parent shall prepare footnotes to each certificate existed and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show Transaction has occurred on the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)first day of said period. (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. (c) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrowers, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (A) the declaration of such Dividend or (B) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (1) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (2) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 10.11, any Fixed Charge Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Lease Obligations in conformity with GAAP on the date hereof shall be considered Capitalized Lease Obligations, and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith (provided, that together with all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrowers shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Borrower to the Lenders); provided that, that (i) notwithstanding anything to the contrary contained elsewhere herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated calculated, in each case, without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 under FASB ASC 825 (or any similar accounting principle)) permitting a Person to value its financial liabilities at the fair value thereof, (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusive, shall utilize GAAP and policies in conformity with those used to prepare the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basispro forma basis, and (iii) for the avoidance of doubt, all operating lease expense and other liabilities with respect to leases of the Borrower and its Subsidiaries that would constitute operating leases under GAAP as of the Initial Borrowing Date shall not be included in the calculations of Indebtedness, Capital Expenditures or Consolidated Interest Expense hereunder. In The Borrower and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.0713.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the Credit Parties written request of any of the Borrower, the Administrative Agent or the Required Lenders, the Borrower and the Administrative Agent, on behalf of the Lenders, agree to Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent the Borrower and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties Borrower and the Required Lenders, (ia) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (iib) Parent the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a9.01(a), (b), (c), ) and (f) hereunder that show the material differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change). (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto to Sections 8.01(a), (b) and (c) shall be made and prepared in accordance with GAAP as in effect from time to time consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent Silgan to the Lenders); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided hereinherein (including Section 1.02(b)), (i) all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11Section 5.02, inclusiveArticle IX, and the definitions of Applicable Commitment Commission Percentage and Applicable Margin shall utilize GAAP accounting principles and policies in conformity with those used to prepare the financial statements of Parent Silgan and its Subsidiaries referred as of the fiscal quarter ending March 31, 2018; provided, however, that Silgan may elect, upon written notice to the Administrative Agent, to modify such accounting principles and policies, effective from and after the date of such election, to include the accounting standards relating to a Lease Accounting GAAP Change so long as (A) any such election must be made within sixty (60) days of the end of the fiscal quarter in Section 6.05(awhich such accounting standard becomes effective for Silgan under GAAP and (B) any such election, once made, shall be irrevocable as to such accounting standard, (ii) in determining Interest Expense for any period, no effect shall be given (but only to the extent not already otherwise excluded for the fiscal year ended nearest calculation of Interest Expense under this Agreement) to December 31non-cash amounts recorded (or required to be recorded) in accord with FAS 133, 2010 and (iii) to all computations determining compliance with Sections 9.07 and 9.08 and the extent expressly provided herein, certain calculations definitions of Applicable Commitment Commission Percentage and Applicable Margin shall be made determined on a Pro Forma Basis, and (iv) notwithstanding anything to the contrary contained herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to any election or requirement under FAS 159, FAS 141R, FAS 157, FAS ASC 825 and FAS ASC 470-20 (or any similar accounting principle) permitting or requiring a Person to value its financial liabilities at the fair value thereof; provided further that (x) in determining EBITDA for any period, no effect shall be given (but only to the extent not already otherwise excluded from the calculation of EBITDA under this Agreement) (I) to FAS 106, (II) to non-cash amounts recorded (or required to be recorded) in accordance with FAS 133 or (III) to FAS 141R to the extent relating to expenses incurred in connection with business combinations as part of a Permitted Acquisition, and (y) for purposes of calculating the Applicable Commitment Commission Percentage, the Applicable Margin and all financial ratios and financial terms, the financial results of Unrestricted Subsidiaries shall be ignored. In the event of If at any time any change in GAAP (would materially affect the computation of any such changefinancial ratio or requirement set forth in any Credit Document and either Silgan or the Required Lenders shall so request, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf of the Lenders, agree to Lenders and Silgan shall enter into and diligently pursue negotiations in good faith negotiations in order to amend such provisions of this Agreement so as ratio or requirement to equitably reflect any such Accounting Change with the desired result changes so that the criteria for evaluating the Silgan’s financial condition of Parent and its Subsidiaries shall will be the same after such Accounting Change changes as if such Accounting Change changes had not been made, and until such time as such an amendment shall have been executed and delivered by occurred (subject to the Credit Parties and approval of the Required Lenders); provided that, (i) all financial covenantsuntil so amended, standards and terms in this Agreement such ratio or requirement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required continue to be delivered pursuant computed in accordance with GAAP prior to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)change therein. (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Fronting Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable, provided, however, that (i) all computations of interest on Alternate Currency Loans denominated in Pounds Sterling, (ii) all computations of interest on Canadian Prime Rate Loans, (iii) all computations of interest on CDOR Rate Loans and (iv) all computations of interest on Base Rate Loans calculated by reference to the Prime Lending Rate, in each case shall be made on the basis of a year of 365 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are is payable. (c) Notwithstanding anything to the contrary contained in clause (a) of this Section 12.07, for purposes of determining compliance with any incurrence tests set forth in Article IX (excluding Sections 9.07 and 9.08 and the definitions of Applicable Commitment Commission Percentage, Applicable Margin and Consolidated Tangible Assets), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the relevant exchange rates (as shown on the relevant page of Reuters or (x) if Reuters does not provide such exchange rates, as shown on the relevant page of the Wall Street Journal or (y) if the Wall Street Journal does not provide such exchange rates, on such other basis as is satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein. (d) For purposes of the Interest Act (Canada) with respect to Canadian Term Loans or Canadian Revolving Loans, whenever any interest, fees or commission to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is other than the number of days in such year (the “Contract Period”), the yearly rate to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days in the Contract Period. The rates of interest under the Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. (e) Notwithstanding any provision of this Agreement, in no event shall the aggregate “interest” (as that term is defined in Section 347 of the Criminal Code (Canada)) with respect to the Canadian Loans exceed the effective annual rate of interest on the “credit advanced” (as defined therein) lawfully permitted under Section 347 of the Criminal Code (Canada).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent Holdings to the LendersBanks); provided that, PROVIDED that (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations of Available Basket Amount, Consolidated Cumulative 25% Net Income, the Applicable Margin and all definitions (including accounting terms) used in computations determining compliance with Sections 8.07 through 8.11, inclusive, Section 9 shall utilize GAAP accounting principles 150 and policies in conformity with those used to prepare the historical financial statements of Parent and its Subsidiaries referred delivered to in the Banks pursuant to Section 6.05(a7.05(a) for (with the fiscal year ended nearest foregoing generally accepted accounting principles, subject to December 31the preceding proviso, 2010 and herein called "GAAP"), (iiiii) to the extent expressly provided hereinrequired pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma PRO FORMA Basis. In the event of any change in GAAP , (any such change, iii) for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date all purposes of this Agreement, then all Attributed Receivables Facility Indebtedness shall be included as Indebtedness in the Credit Parties consolidated financial statements of Holdings and its Subsidiaries, and shall be considered Indebtedness of a Subsidiary of Holdings hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles, (iv) for purposes of determining compliance with any incurrence tests set forth in Sections 8 and/or 9 (excluding Sections 9.08 and 9.09), any amounts so incurred or expended (to the Administrative Agent, extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on behalf the basis of the Lenders, agree to enter into good faith negotiations Dollar Equivalent of such amounts as in order to amend effect on the date of such provisions incurrence or expenditure under any provision of this Agreement so as to equitably reflect any such Accounting Change with Section that has an aggregate Dollar limitation provided for therein (and to the desired result that extent the criteria for evaluating respective incurrence test regulates the financial condition aggregate amount outstanding at any time and it is expressed in terms of Parent and its Subsidiaries Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the same after basis of the Dollar Equivalent of such Accounting Change amounts as if in effect on the date any new incurrence or expenditures made under any provision of any such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Section that regulates the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (cDollar amount outstanding at any time), and (fv) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for purposes of calculating financial covenant compliance (terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Restricted Subsidiaries on a consolidated basis shall be made without reflecting such Accounting Change)giving effect to the operations of any Unrestricted Subsidiaries. (b) All computations of interest Eurodollar interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, Commitment Commission or Fees are payable. All computations of Base Rate, Sterling Euro Rate and Overnight LIBOR Rate interest hereunder shall be made on the basis of a year of 365/366 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP IFRS consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent to the Lendersthereto); provided that, that (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (iiix) except as otherwise specifically provided herein, all computations of the Applicable Margin, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusiveSection 8.14, shall utilize GAAP IFRS and policies in conformity with those used to prepare the audited financial statements of the Parent and its Subsidiaries referred to in Section 6.05(a7.05(a)(i) for the fiscal year of the Parent ended nearest to December May 31, 2010 and 2013 and, (iiix) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of ; provided, further, that if any change in IFRS (including any change that is the result of an election by the Parent that its financial statements be prepared and maintained in accordance with GAAP (any such change, for or Canadian GAAP) results in a change in the purpose calculation of the financial covenants or interpretation of related provisions of this Section 11.07, an “Accounting Change”) that occurs after the date of this AgreementAgreement or any other Credit Document, then the Credit Parties Parent, the Administrative Agent and the Administrative Agent, on behalf of the Lenders, Lenders agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such changes in IFRS (including any such Accounting Change change that is the result of an election by the Parent that its financial statements be prepared and maintained in accordance with GAAP or Canadian GAAP) with the desired result that the criteria for evaluating the Parent’s financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change change in IFRS as if such Accounting Change change had not been made; provided, and further, that, notwithstanding any other provision of this Agreement, the Required Lenders’ agreement to any amendment of such provisions shall be sufficient to bind all Lenders; provided, further, that until such time as such an amendment shall the financial covenants and the related provisions of this Agreement have been executed amended in accordance with the terms of this paragraph, the calculations of financial covenants and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement interpretation of any related provisions shall be calculated and/or construed and interpreted in accordance with IFRS as if in effect immediately prior to such Accounting Change had not been made, and change in IFRS (ii) including any change that is the result of an election by the Parent shall prepare footnotes to each certificate and the that its financial statements required to be delivered prepared and maintained in accordance with GAAP or Canadian GAAP); provided, further, that all determinations made pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the any applicable leverage test or any financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change). (b) All computations of interest and other Fees hereunder definition used therein shall be made determined on the basis of IFRS as applied and in effect immediately before the relevant change in IFRS or the application thereof became effective, until such leverage test or such financial definition is amended. 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 Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a year similar result or effect). Notwithstanding any changes in IFRS after the Closing Date, any lease of 360 days for the actual number Borrower or the Subsidiaries that would be characterized as an operating lease under IFRS 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 Credit Document as a result of days (including the first day but excluding the last day) occurring such changes in the period for which such interest or Fees are payableIFRS.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent Aleris to the Lenders); provided that, that (i) notwithstanding anything if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either Aleris or the Required Lenders shall so request, the Administrative Agent, the Lenders and Aleris shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the contrary contained elsewhere hereinapproval of the Administrative Agent or the Required Lenders); provided that, all until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (B) Aleris shall provide to the Administrative Agent and the Lenders financial covenants contained herein shall be calculated without statements and any 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 election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), such change in GAAP and (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusive, shall utilize GAAP and policies in conformity with those used to prepare the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of any change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change). (b) All computations of interest interest, Commitment Commission and other Fees (other than Drawing Fees) hereunder shall be made on the basis of a year of 360 days (or in the case of Base Rate Loans (and other amounts owing hereunder or under any other Credit Document determined by reference to the Base Rate is applicable) 365 or 366 days, as the case may be) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement terms not specifically or completely defined herein shall be construed in conformity with, and all financial statements data (including financial ratios and other financial calculations) required to be furnished submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. (b) If at any time any change in GAAP or in the application of GAAP would affect the computation of any financial ratio or financial term or definition set forth in any Loan Document and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend (subject to the Lenders pursuant hereto approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) such ratio shall continue to be made and prepared computed in accordance with GAAP consistently applied throughout prior to such change and (ii) the periods involved Borrower shall provide to the Administrative Agent financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or financial covenant made before and after giving effect to such change in (except as set forth or in the notes thereto application of) GAAP as is reasonably necessary to demonstrate the calculation of, and compliance (or as otherwise disclosed in writing by Parent to the Lenders); provided thatnon-compliance) with, such ratio. (ic) notwithstanding Notwithstanding anything to the contrary contained elsewhere herein, (i) all financial covenants contained herein statements shall be calculated prepared, and the Fixed Charge Coverage Ratio shall be calculated, in each case, without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 under FASB ASC 825 (or any similar accounting principle)) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (ii) except to the extent that the pronouncements in FAS 123r result in recording an equity award as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusive, shall utilize GAAP and policies in conformity with those used to prepare a liability on the financial statements consolidated balance sheet of Parent Holdings and its Subsidiaries referred to in Section 6.05(a) the circumstance where, but for the fiscal year ended nearest to December 31application of the pronouncements, 2010 such award would have been classified as equity) and (iiiii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In For the event avoidance of doubt, notwithstanding any change changes in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf Closing Date that would require lease obligations that would be treated as operating leases as of the Lenders, agree Closing Date to enter into good faith negotiations in order to amend such provisions be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent Holdings and its Subsidiaries Subsidiaries, such obligations shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required continue to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show excluded from the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)definition of Indebtedness. (bd) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP accounting principles generally accepted in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent Silgan to the Lenders); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, (i) all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11Section 4.02, inclusive, Section 8 and the definitions of Applicable Commitment Commission Percentage and Applicable Margin shall utilize GAAP accounting principles and policies in conformity with those used to prepare the audited historical financial statements of Parent and its Subsidiaries referred to in Section 6.05(a6.07(a), (ii) in determining Interest Expense for any period, no effect shall be given (but only to the extent not already otherwise excluded for the fiscal year ended nearest calculation of Interest Expense under this Agreement) to December 31non-cash amounts recorded (or required to be recorded) in accord with FAS 133, 2010 and (iii) to all computations determining compliance with Sections 8.07 and 8.08 and the extent expressly provided herein, certain calculations definitions of Applicable Commitment Commission Percentage and Applicable Margin shall be made determined on a Pro Forma Basis. In , and (iv) notwithstanding anything to the event of any change in GAAP (any contrary contained herein, all such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries statements shall be the same after such Accounting Change as if such Accounting Change had not been madeprepared, and until such time as such an amendment all financial covenants contained herein or in any other Credit Document shall have been executed and delivered by be calculated, in each case, without giving effect to any election under FAS 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the Credit Parties and Required Lenders, fair value thereof; provided further that (i) all financial covenantsin determining EBITDA for any period, standards and terms in this Agreement no effect shall be calculated and/or construed given (but only to the extent not already otherwise excluded from the calculation of EBITDA under this Agreement) (I) to FAS 106, (II) to non-cash amounts recorded (or required to be recorded) in accordance with FAS 133 or (III) to FAS 141R to the extent relating to third party expenses incurred in connection with business combinations as if such Accounting Change had not been madepart of a Permitted Acquisition, and (ii) Parent shall prepare footnotes to each certificate for purposes of calculating the Applicable Commitment Commission Percentage, the Applicable Margin and all financial ratios and financial terms, the financial statements required to results of Unrestricted Subsidiaries shall be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)ignored. (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable, provided, however, that (i) all computations of interest on Alternate Currency Loans denominated in Pounds Sterling, (ii) all computations of interest on Canadian Prime Rate Loans, (iii) all computations of interest on B/A Discount Rate Loans, (iv) all computations of interest on Base Rate Loans calculated by reference to the Prime Lending Rate and (v) all computations of Drawing Fees, in each case shall be made on the basis of a year of 365 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are is payable. (c) Notwithstanding anything to the contrary contained in clause (a) of this Section 12.07, for purposes of determining compliance with any incurrence tests set forth in Section 8 (excluding Sections 8.07 and 8.08 and the definitions of Applicable Commitment Commission Percentage, Applicable Margin and Consolidated Tangible Assets), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the relevant exchange rates (as shown on the relevant page of Reuters or (x) if Reuters does not provide such exchange rates, as shown on the relevant page of the Wall Street Journal or (y) if the Wall Street Journal does not provide such exchange rates, on such other basis as is satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein. (d) For purposes of the Interest Act (Canada) with respect to Canadian Term Loans or Canadian Revolving Loans, whenever any interest, fees or commission to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is other than the number of days in such year, the yearly rate to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360, 365 or 366, as applicable. The rates of interest under the Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Borrower to the LendersLenders and except that monthly and quarterly financial statements may not include notes and are subject to year-end adjustments); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all definitions (including accounting terms) used in computations determining compliance with Sections 8.07 9.07 through 8.119.12, inclusive, and the Applicable Margin shall utilize GAAP accounting principles and policies in conformity with those used to prepare the historical financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) delivered to the extent expressly provided hereinLenders pursuant to Section 7.05(a) (with the foregoing generally accepted accounting principles, certain calculations shall be made on a Pro Forma Basissubject to the preceding proviso, herein called "GAAP"). In the event of any changes ("Accounting Changes") in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion of the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC, if such Accounting Changes result in a change in GAAP (any such changethe method of calculation of financial covenants, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date standards or terms of this Agreement, then the Credit Parties Borrower and the Administrative Agent, on behalf of the Lenders, Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change Changes with the desired result that the criteria for evaluating the Borrower's financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change Changes as if such Accounting Change Changes had not been made, and until . Until such time as such an amendment shall have been executed and delivered by the Credit Parties Borrower, the Administrative Agent and the Required Lenders, (i) all financial covenants, covenants standards and terms in this Agreement shall continue to be calculated and/or construed as if such Accounting Change Changes had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)occurred. (b) All computations of interest payable at the Eurodollar Rate, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for -136- 143 which such interest interest, Commitment Commission or Fees are payable. All computations of interest payable at the Base Rate shall be made on the basis on a year of 365 (or 366, as applicable) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) All accounting determinations under this Agreement terms not specifically or completely defined herein shall be construed in conformity with, and all financial statements data (including financial ratios and other financial calculations) required to be furnished submitted pursuant to the Lenders pursuant hereto this Agreement shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (conformity with, GAAP, except as set forth otherwise specifically prescribed herein. (b) If at any time any change in GAAP or in the notes thereto application of GAAP would affect the computation of Excess Cash Flow or as otherwise disclosed in writing by Parent to the Lenders); provided that, any financial ratio or financial term or definition set #4848-1207-1386 169 (ic) notwithstanding Notwithstanding anything to the contrary contained elsewhere herein, (i) other than with respect to the delivery if financial statements pursuant to Sections 7.01(a), (b) and (c), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial covenants contained herein calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be calculated prepared, and the Total Secured Net Leverage Ratio, the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 under FASB ASC 825 (or any similar accounting principle)) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (ii) except to the extent that the pronouncements in FAS 123r result in recording an equity award as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusive, shall utilize GAAP and policies in conformity with those used to prepare a liability on the financial statements consolidated balance sheet of Parent Holdings and its Subsidiaries referred to in Section 6.05(a) the circumstance where, but for the fiscal year ended nearest to December 31application of the pronouncements, 2010 such award would have been classified as equity) and (iii) with respect to any period during which the extent expressly provided hereinTransactions or any Specified Transaction occurs, certain calculations the calculation of the Total Net Leverage Ratio, Total Secured Net Leverage Ratio, First Lien Net Leverage Ratio, Interest Coverage Ratio, Consolidated EBITDA and Consolidated Total Assets or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma Basis. In For the event avoidance of doubt, notwithstanding any change changes in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf Closing Date that would require lease obligations that would be treated as operating leases as of the Lenders, agree Closing Date to enter into good faith negotiations in order to amend such provisions be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent Holdings and its Subsidiaries Subsidiaries, such obligations shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required continue to be delivered pursuant to Sections 7.01(a), (b), (c), excluded from the definition of Indebtedness and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)Capital Lease Obligations. (bd) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent to the Lendersthereto); provided provided, that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusiveSection 2.14, shall utilize GAAP and policies in conformity with those used to prepare the financial statements Pro Forma Financial Statements (subject to purchase accounting and other adjustments reasonably satisfactory to the Required Lenders as a result of Parent the Acquisition); provided, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and its Subsidiaries referred applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Required Lenders shall negotiate in good faith to in Section 6.05(a) for enter into an amendment of the fiscal year ended nearest relevant affected provisions (without the payment of any amendment or similar fee to December 31, 2010 and (iiithe Lenders) to preserve the extent original intent thereof in light of such change in GAAP or the application thereof, (ii) except as otherwise expressly provided herein, certain for purposes of calculating financial terms, all covenants and related definitions, all such calculations shall be made based on the operations, assets and results of the Borrower and its Restricted Subsidiaries on a Pro Forma Basis. In consolidated basis, (iii) notwithstanding anything to the event of contrary contained herein, all covenants and financial ratios contained herein or in any change other Credit Document shall be calculated, in GAAP each case, without giving effect to any election under FASB ASC 825 (or any such changesimilar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, for (iv) all financial statements delivered to the purpose Administrative Agent in accordance with the terms of this Section 11.07, an “Accounting Change”) that occurs Agreement after the date of this Agreementany accounting change shall contain a schedule showing the adjustments, then the Credit Parties and the Administrative Agentif any, on behalf of the Lenders, agree necessary to enter into good faith negotiations reconcile such financial statements with GAAP as in order effect immediately prior to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been madeaccounting changes, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (iv) all financial covenants, standards and terms references in this Agreement to a four-Fiscal Quarter period of the Borrower referring to a period prior to the Closing Date shall be calculated and/or construed refer to the applicable period prior to the Closing Date as if such Accounting Change the Borrower had not been made, and (ii) Parent shall prepare footnotes to each certificate existed and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show Transaction has occurred on the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)first day of said period. (b) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. (c) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the Closing Date) that would constitute Capitalized Lease Obligations in conformity with GAAP on the Closing Date shall be considered Capitalized Lease Obligations, and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith (provided that together with all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrower shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders Administrative Agent (for the benefit of the Lenders) pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Borrower to the LendersAdministrative Agent); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11Section 8, inclusiveincluding definitions used therein, shall utilize GAAP accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year of the Borrower ended nearest to December 31, 2010 and (iii) 2006 delivered to the Administrative Agent pursuant to Section 7.01(a), provided that in the event GAAP shall be modified from that in effect at the time of the preparation of such financial statements, the Borrower shall be entitled to utilize GAAP, as so modified, for purposes of such computations to the extent expressly provided hereinthat (x) the Borrower gives the Administrative Agent 30 days’ prior written notice of such proposed modification and (y) prior thereto the Borrower and the Lead Agents shall have agreed upon adjustments, certain calculations if any, to Sections 8.05, 8.07, 8.08 and 8.13 (and the definitions used therein), the sole purpose of which shall be made to give effect to such proposed change (it being understood and agreed that to the extent that the Borrower and the Lead Agents cannot agree on a Pro Forma Basis. In appropriate adjustments to such Sections (or that no adjustments are necessary), the event of proposed change may not be effected); and provided, further, that if at any change time the computations determining compliance with Section 8 (and the definitions used therein) utilize accounting principles different from those utilized in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after financial statements furnished to the date of Administrative Agent pursuant to this Agreement, then such financial statements shall be accompanied by reconciliation work-sheets. Notwithstanding the Credit Parties and the Administrative Agentforegoing, on behalf for purposes of the Lenderscomputations determining compliance with Section 8, agree to enter into good faith negotiations in order to amend such provisions all expenses and other charges arising from any settlement of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered tobacco liability which are required by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required GAAP to be delivered pursuant retroactively applied to Sections 7.01(a), (b), (c), a previous fiscal quarter of the Borrower shall instead be accrued in the fiscal quarter in which such expenses and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)charges occur. (b) All computations of interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days (or in the case of Reference Rate Loans determined by reference to the Base Rate, 365/366 days). (c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in a currency other than U.S. Dollars, shall be made by converting same into U.S. Dollars at (x) if a Currency Agreement has been entered into by the Borrower and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Currency Agreement, provided that this clause (x) shall not be applicable (I) unless the Administrative Agent has received sufficient information from the Borrower to determine the exchange rate established by such Currency Agreement and the duration thereof, or (II) to any determination of the Borrower’s obligation to reimburse in U.S. Dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. Dollars, (y) in the case of a determination of the Borrower’s obligation to reimburse in U.S. Dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. Dollars, the spot exchange rate for the actual number currency in question of days the Letter of Credit Issuer on the date of such Drawing or (including z) if the first day but excluding provisions of the foregoing clauses (x) and (y) are not applicable, the “official” exchange rate, if applicable, or the spot exchange rate for the currency in question calculated by the Administrative Agent on the last day) occurring in Business Day of the period for month then last ended preceding the date on which any such interest or Fees are payabledetermination is being made and at such other times as the Administrative Agent elects to make such determination, it being understood that the Administrative Agent shall have no obligation to make any such other determinations. The Administrative Agent will promptly notify the Borrower and each Letter of Credit Issuer of its determinations hereunder.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Borrower to the Lenders); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11Section 8, inclusiveincluding definitions used therein, shall utilize GAAP accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year of the Borrower ended nearest to December 31, 2010 and (iii) 2003 delivered to the Lenders pursuant to Section 7.01(b), provided that in the event GAAP shall be modified from that in effect at the time of the preparation of such financial statements, Parent shall be entitled to utilize GAAP, as so modified, for purposes of such computations to the extent expressly provided hereinthat (x) Parent gives the Lenders 30 days' prior written notice of such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, certain calculations if any, to Sections 8.03(o), 8.04(m), 8.05, 8.07 and 8.08 (and the definitions used therein), the sole purpose of which shall be made to give effect to such proposed change (it being understood and agreed that to the extent that Parent and the Majority SMA cannot agree on a Pro Forma Basis. In appropriate adjustments to such Sections (or that no adjustments are necessary), the event of proposed change may not be effected); and provided, further, that if at any change time the computations determining compliance with Section 8 (and the definitions used therein) utilize accounting principles different from those utilized in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after financial statements furnished to the date of Lenders pursuant to this Agreement, then such financial statements shall be accompanied by reconciliation work-sheets. Notwithstanding the Credit Parties and the Administrative Agentforegoing, on behalf for purposes of the Lenderscomputations determining compliance with Section 8, agree to enter into good faith negotiations in order to amend such provisions all expenses and other charges arising from any settlement of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered tobacco liability which are required by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required GAAP to be delivered pursuant retroactively applied to Sections 7.01(a), (b), (c), a previous fiscal quarter of the Borrower shall instead be accrued in the fiscal quarter in which such expenses and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)charges occur. (b) All computations of interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days. (c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in a currency other than U.S. Dollars, shall be made by converting same into U.S. Dollars at (x) if a Currency Agreement has been entered into by the Borrower and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Currency Agreement, provided that this clause (x) shall not be applicable (I) unless the Administrative Agent has received sufficient information from the Borrower to determine the exchange rate established by such Currency Agreement and the duration thereof, or (II) to any determination of the Borrower's obligation to reimburse in U.S. Dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. Dollars, (y) in the case of a determination of the Borrower's obligation to reimburse in U.S. Dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. Dollars, the spot exchange rate for the actual number currency in question of days the Letter of Credit Issuer on the date of such Drawing or (including z) if the first day but excluding provisions of the foregoing clauses (x) and (y) are not applicable, the "official" exchange rate, if applicable, or the spot exchange rate for the currency in question calculated by the Administrative Agent on the last day) occurring in Business Day of the period for month then last ended preceding the date on which any such interest or Fees are payabledetermination is being made and at such other times as the Administrative Agent elects to make such determination, it being understood that the Administrative Agent shall have no obligation to make any such other determinations. The Administrative Agent will promptly notify the Borrower and each Letter of Credit Issuer of its determinations hereunder.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Company to the Lenders); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining the Fixed Charge Coverage Ratio and the Total Secured Leverage Ratio in determining compliance with Sections 8.07 through 8.11, inclusive, Section 9.13 and Section 10 shall utilize GAAP and policies in conformity with those used to prepare the audited financial statements of Parent and its Subsidiaries the Company referred to in Section 6.05(a8.05(a) for the its fiscal year ended nearest to December ended, and otherwise in effect as of, October 31, 2010 2011, (ii) notwithstanding anything to the contrary contained herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to (x) any election under FASB ASC 825 (or any similar accounting principle permitting a Person to value its financial liabilities at the fair value thereof), or (y) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In Basis and (iv) for purposes of determining compliance with Section 5.02(b) or (c) or any incurrence or expenditure tests set forth herein, amounts so incurred or expended (to the event extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of any change in GAAP the exchange rates (any such change, as shown for the purpose of this Section 11.07prior day as published on Bloomberg or, an “Accounting Change”if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) that occurs after as in effect on the date of this Agreementsuch incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, then all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the Credit Parties and basis of the exchange rates (as shown for the prior day as published on Bloomberg or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent, ) as in effect on behalf the date of the Lenders, agree to enter into good faith negotiations in order to amend such provisions any new incurrence or expenditures made under any provision of this Agreement so as to equitably reflect any such Accounting Change with Section that regulates the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting ChangeU.S. Dollar amount outstanding at any time). (b) All computations of interest (except as otherwise expressly provided herein), Commitment Commission and other Fees (other than Drawing Fees) hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate or clause (i) of the definition of Canadian Prime Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (and, except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the US Borrower to the Lenders), be consistently applied throughout the periods involved; provided PROVIDED that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations 156 determining the Adjusted Total Leverage Ratio, the Total Leverage Ratio and all definitions (including accounting terms) used in determining the Adjusted Senior Leverage Ratio and compliance with Sections 8.07 through 8.112.12, inclusive6.14 and Article VII, shall including definitions used therein shall, in each case, utilize GAAP accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and 2000 financial statements delivered to the Lenders pursuant to Section 5.10(b); PROVIDED FURTHER that (iiii) to the extent expressly provided hereinrequired pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis. In , (ii) to the event extent compliance with Section 7.09 or 7.10 or the determination of any change in GAAP (any such changeof the Adjusted Total Leverage Ratio, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties Total Leverage Ratio and the Administrative AgentAdjusted Senior Leverage Ratio would include periods occurring prior to the Initial Borrowing Date, such calculation shall be adjusted on behalf a Pro Forma Basis to give effect to the Transaction as if same had occurred on the first day of the Lendersrespective period, agree (iii) in the case of any determinations of Consolidated Interest Expense or Consolidated EBITDA for any portion of any Test Period that ends prior to enter into good faith negotiations the Initial Borrowing Date, all computations determining compliance with Section 7.09 or 7.10 and all determinations of the Adjusted Total Leverage Ratio, the Adjusted Senior Leverage Ratio and the Total Leverage Ratio (including as used in order to amend such provisions the definition of this Agreement so as to equitably reflect any such Accounting Change Applicable Rate) shall be calculated in accordance with the desired result that definition of Test Period contained herein and (iv) for purposes of calculating the criteria for evaluating Applicable Rate, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the financial condition operations of Parent the US Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)operations of any Unrestricted Subsidiaries. (b) All computations The US Dollar Equivalent of interest each Loan denominated in Sterling and other Fees hereunder each Loan and B/A Drawing denominated in Canadian Dollars shall be made calculated on the date when the applicable Notice of Borrowing is delivered or the acceptance and purchase of any B/A is requested, on the second Business Day of each month and at such other times as may be designated by the Applicable Agent. Such US Dollar Equivalent shall remain in effect until the same is recalculated by the Applicable Agent as provided above and notice of such recalculation is received by the US Borrower, it being understood that until such notice is received, the US Dollar Equivalent shall be that US Dollar Equivalent as last reported to the US Borrower by the Applicable Agent. The Applicable Agent shall promptly notify the US Borrower and the Lenders of each such determination of the US Dollar Equivalent. (c) For the purpose of determining compliance with Sections 7.04(d), (g) and (o), any interest on any Indebtedness theretofore incurred pursuant to such Sections that is capitalized and/or paid in the form of additional Indebtedness with the same terms shall not be treated as an incurrence of additional Indebtedness for purposes of determining compliance with the dollar limitations set forth therein. (d) Notwithstanding anything to the contrary contained in clause (a) of this Section 10.06, for purposes of determining compliance with any incurrence tests set forth in Articles VI or VII (excluding Sections 7.09 and 7.10), any amounts so incurred or expended (to the extent incurred or expended in a currency other than US Dollars) shall be converted into US Dollars on the basis of the US Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate US Dollar limitation provided for therein (and to the extent the respective incurrence test limits the aggregate amount outstanding (or expended) at any time and is expressed in US Dollars, all outstanding amounts originally incurred or expended in a year currency other than US 157 Dollars shall be converted into US Dollars on the basis of 360 days for the actual number US Dollar Equivalent of days the respective such amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the US Dollar amount outstanding (including the first day but excluding the last dayor expended) occurring in the period for which such interest or Fees are payableat any time).

Calculations; Computations. (a) All accounting determinations under this Agreement terms not specifically or completely defined herein shall be construed in conformity with, and all financial statements data (including financial ratios and other financial calculations) required to be furnished submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. (b) If at any time any change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth in any Loan Document and any of Borrower, the Agents or the Required Lenders shall so request, the Agents, the Lenders and Borrower shall negotiate in good faith to amend (subject to the Lenders pursuant hereto approval of Borrower or Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be made and prepared computed in accordance with GAAP consistently applied throughout prior to such change and (ii) Borrower shall provide to the periods involved Administrative Agent financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Excess Cash Flow or such ratio or financial covenant made before and after giving effect to such change in (except as set forth or in the notes thereto application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or as otherwise disclosed in writing by Parent to the Lenders); provided that, non-compliance) with such ratio. (ic) notwithstanding Notwithstanding anything to the contrary contained elsewhere herein, (i) all financial covenants contained herein statements shall be calculated prepared, and the Fixed Charge Coverage Ratio and the Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Restricted Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity), and (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusive, shall utilize GAAP and policies in conformity with those used to prepare the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basispro forma basis. In For the event avoidance of doubt, notwithstanding any change changes in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf Closing Date that would require lease obligations that would be treated as operating leases as of the Lenders, agree Closing Date to enter into good faith negotiations in order to amend such provisions be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent Holdings and its Subsidiaries Restricted Subsidiaries, such obligations shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required continue to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show excluded from the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)definition of Indebtedness. (bd) All computations of interest and other Fees fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Base Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders Administrative Agent (for the benefit of the Lenders) pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Borrower to the LendersAdministrative Agent); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11Section 8, inclusiveincluding definitions used therein, shall utilize GAAP accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year of the Borrower ended nearest to December 31, 2010 and (iii) 2005 delivered to the Administrative Agent pursuant to Section 7.01(b), provided that in the event GAAP shall be modified from that in effect at the time of the preparation of such financial statements, the Borrower shall be entitled to utilize GAAP, as so modified, for purposes of such computations to the extent expressly provided hereinthat (x) the Borrower gives the Administrative Agent 30 days’ prior written notice of such proposed modification and (y) prior thereto the Borrower and the Lead Agents shall have agreed upon adjustments, certain calculations if any, to Sections 8.05, 8.07, 8.08 and 8.13 (and the definitions used therein), the sole purpose of which shall be made to give effect to such proposed change (it being understood and agreed that to the extent that the Borrower and the Lead Agents cannot agree on a Pro Forma Basis. In appropriate adjustments to such Sections (or that no adjustments are necessary), the event of proposed change may not be effected); and provided, further, that if at any change time the computations determining compliance with Section 8 (and the definitions used therein) utilize accounting principles different from those utilized in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after financial statements furnished to the date of Administrative Agent pursuant to this Agreement, then such financial statements shall be accompanied by reconciliation work-sheets. Notwithstanding the Credit Parties and the Administrative Agentforegoing, on behalf for purposes of the Lenderscomputations determining compliance with Section 8, agree to enter into good faith negotiations in order to amend such provisions all expenses and other charges arising from any settlement of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered tobacco liability which are required by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required GAAP to be delivered pursuant retroactively applied to Sections 7.01(a), (b), (c), a previous fiscal quarter of the Borrower shall instead be accrued in the fiscal quarter in which such expenses and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)charges occur. (b) All computations of interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days (or in the case of Reference Rate Loans determined by reference to the Base Rate, 365/366 days). (c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in a currency other than U.S. Dollars, shall be made by converting same into U.S. Dollars at (x) if a Currency Agreement has been entered into by the Borrower and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Currency Agreement, provided that this clause (x) shall not be applicable (I) unless the Administrative Agent has received sufficient information from the Borrower to determine the exchange rate established by such Currency Agreement and the duration thereof, or (II) to any determination of the Borrower’s obligation to reimburse in U.S. Dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. Dollars, (y) in the case of a determination of the Borrower’s obligation to reimburse in U.S. Dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. Dollars, the spot exchange rate for the actual number currency in question of days the Letter of Credit Issuer on the date of such Drawing or (including z) if the first day but excluding provisions of the foregoing clauses (x) and (y) are not applicable, the “official” exchange rate, if applicable, or the spot exchange rate for the currency in question calculated by the Administrative Agent on the last day) occurring in Business Day of the period for month then last ended preceding the date on which any such interest or Fees are payabledetermination is being made and at such other times as the Administrative Agent elects to make such determination, it being understood that the Administrative Agent shall have no obligation to make any such other determinations. The Administrative Agent will promptly notify the Borrower and each Letter of Credit Issuer of its determinations hereunder.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent to the Lendersthereto); provided thatprovided, that (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusive9.16 and 10 and calculations of the Fixed Charge Coverage Ratio and the First Lien Net Leverage Ratio, shall utilize GAAP and policies in conformity with those used to prepare the financial statements Pro Forma Financial Statements (subject to purchase accounting and other adjustments reasonably satisfactory to the Administrative Agent as a result of Parent the Acquisition); provided, that if the Borrowers notify the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the 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 its Subsidiaries referred applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrowers or the Required Lenders, then the Borrowers and the Administrative Agent shall negotiate in good faith to in Section 6.05(a) for enter into an amendment of the fiscal year ended nearest relevant affected provisions (without the payment of any amendment or similar fee to December 31, 2010 and (iiithe Lenders) to preserve the extent original intent thereof in light of such change in GAAP or the application thereof, (ii) except as otherwise expressly provided herein, certain for purposes of calculating financial terms, all covenants and related definitions, all such calculations shall be made based on the operations, assets and results of the Company and its Restricted Subsidiaries on a Pro Forma Basis. In consolidated basis and shall be made without giving effect to the event operations, assets or results of any change Unrestricted Subsidiaries, (iii) notwithstanding anything to the contrary contained herein, all covenants and financial ratios contained herein or in GAAP any other Credit Document shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any such changesimilar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, for (iv) all financial statements delivered to the purpose Administrative Agent in accordance with the terms of this Section 11.07, an “Accounting Change”) that occurs Agreement after the date of this Agreementany accounting change shall contain a schedule showing the adjustments, then the Credit Parties and the Administrative Agentin any, on behalf of the Lenders, agree necessary to enter into good faith negotiations reconcile such financial statements with GAAP as in order effect immediately prior to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been madeaccounting changes, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (iv) all financial covenants, standards and terms references in this Agreement to a four-Fiscal Quarter period of the Company referring to a period prior to the Effective Date shall be calculated and/or construed refer to the applicable period prior to the Effective Date as if such Accounting Change the Company had not been made, and (ii) Parent shall prepare footnotes to each certificate existed and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show Transaction has occurred on the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)first day of said period. (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. (c) Notwithstanding anything to the contrary herein, at any time after an IPO, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrowers, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (A) the declaration of such Dividend or (B) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (1) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (2) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 10.11, any Fixed Charge Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Lease Obligations in conformity with GAAP on the date hereof shall be considered Capitalized Lease Obligations, and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith (provided, that together with all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrowers shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a) All accounting determinations under this Agreement terms not specifically or completely defined herein shall be construed in conformity with, and all financial statements data (including financial ratios and other financial calculations) required to be furnished submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. (b) If at any time any change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set forth in any Loan Document and any of Borrower, the Agents or the Required Lenders shall so request, the Agents, the Lenders and Borrower shall negotiate in good faith to amend (subject to the Lenders pursuant hereto approval of Borrower or Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided that, until so amended, (i) Excess Cash Flow and such ratio shall continue to be made and prepared computed in accordance with GAAP consistently applied throughout prior to such change and (ii) Borrower shall provide to the periods involved Administrative Agent financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Excess Cash Flow or such ratio or financial covenant made before and after giving effect to such change in (except as set forth or in the notes thereto application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or as otherwise disclosed in writing by Parent to the Lenders); provided that, non-compliance) with such ratio. (ic) notwithstanding Notwithstanding anything to the contrary contained elsewhere herein, (i) all financial covenants contained herein statements shall be calculated prepared, in each case, without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Restricted Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity), and (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusive, shall utilize GAAP and policies in conformity with those used to prepare the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basispro forma basis. In For the event avoidance of doubt, notwithstanding any change changes in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf Closing Date that would require lease obligations that would be treated as operating leases as of the Lenders, agree Closing Date to enter into good faith negotiations in order to amend such provisions be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent Holdings and its Subsidiaries Restricted Subsidiaries, such obligations shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required continue to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show excluded from the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)definition of Indebtedness. (bd) All computations of interest and other Fees fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent to the Lendersthereto); provided provided, that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11Section 9 and calculations of the First Lien Net Leverage Ratio, inclusiveSecured Net Leverage Ratio and Interest Coverage Ratio, shall utilize GAAP; provided, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and policies applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in conformity with those used accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Required Lenders shall negotiate in good faith to prepare enter into an amendment of the financial statements relevant affected provisions (without the payment of Parent and its Subsidiaries referred any amendment or similar fee to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iiiLenders) to preserve the extent original intent thereof in light of such change in GAAP or the application thereof, (ii) except as otherwise expressly provided herein, certain for purposes of calculating financial terms, all covenants and related definitions, all such calculations shall be made based on the operations, assets and results of the Borrower and its Subsidiaries on a Pro Forma Basis. In consolidated basis, (iii) notwithstanding anything to the event of contrary contained herein, all covenants and financial ratios contained herein or in any change other Credit Document shall be calculated, in GAAP each case, without giving effect to any election under FASB ASC 825 (or any such changesimilar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, for (iv) all financial statements delivered to the purpose Administrative Agent in accordance with the terms of this Section 11.07, an “Accounting Change”) that occurs Agreement after the date of this Agreementany accounting change shall contain a schedule showing the adjustments, then the Credit Parties and the Administrative Agentif any, on behalf of the Lenders, agree necessary to enter into good faith negotiations reconcile such financial statements with GAAP as in order effect immediately prior to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been madeaccounting changes, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (iv) all financial covenants, standards and terms references in this Agreement to a four-Fiscal Quarter period of the Borrower referring to a period prior to the Closing Date shall be calculated and/or construed refer to the applicable period prior to the Closing Date as if such Accounting Change the Borrower had not been made, and (ii) Parent shall prepare footnotes to each certificate existed and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show Transaction has occurred on the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)first day of said period. (b) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. (c) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Dividend or (y) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (y) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (c) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) [Reserved]. (f) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Lease Obligations in conformity with GAAP on the date hereof shall be considered Capitalized Lease Obligations, and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith (provided that together with all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrower shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent Holdings or the Borrower to the Lenders); provided thatPROVIDED, that (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (iix) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.114.02 and 8, inclusiveincluding definitions used therein, shall utilize GAAP accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the December 31, 2001 financial statements delivered to the Lenders pursuant to Section 6.10(b) but shall give effect to non-cash adjustments resulting from the application of fresh start accounting required as a result of the Reorganization and (y) if at any time the computations determining compliance with Sections 4.02 and 8 utilize accounting principles different from those utilized in the financial statements of Parent and its Subsidiaries referred furnished to in Section 6.05(a) for the fiscal year ended nearest to December 31Lenders, 2010 and such financial statements shall be accompanied by reconciliation work-sheets; PROVIDED FURTHER, that (iiii) to the extent expressly provided hereinrequired pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma PRO FORMA Basis. In the event of any change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent in the case of any determinations of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date, all computations determining compliance with Section 8.10 and all determinations of the Consolidated Interest Coverage Ratio shall prepare footnotes to each certificate and be calculated in accordance with the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show proviso appearing in the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)definition of Consolidated Interest Expense contained herein. (b) All computations of interest and other Fees (except as provided in the immediately succeeding sentence) hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. All computations of Base Rate and Overnight Euro Rate interest and all Fees hereunder shall be made on the basis of a year of 365/366 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees is or are payable. (c) Notwithstanding anything to the contrary contained in Section 12.07(a) above, for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 7 and/or 8 (excluding Sections 8.09, 8.10 and 8.11), except as otherwise expressly set forth in said Sections, any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and is expressed in terms of U.S. Dollars, all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section but regulates the U.S. Dollar amount outstanding at any time). (d) Except as otherwise expressly provided herein, for purposes of this Agreement, the U.S. Dollar Equivalent (and the Principal Amount) of each Euro Denominated -133- Loan and the Stated Amount of each Euro Denominated Letter of Credit shall be calculated (i) on the date when any such Euro Denominated Loan is made or repaid, any voluntary reduction to the Total Unutilized Revolving Loan Commitment is made pursuant to Section 3.02 or any Letter of Credit is issued pursuant to Section 2.01, (ii) on the last Business Day of each calendar month and (iii) at such other times as designated by the Administrative Agent at any time when a Default under Section 9.01 or an Event of Default exists; PROVIDED that for purposes of any determination of the U.S. Dollar Equivalent in connection with a mandatory repayment pursuant to Section 4.02(A)(a)(i) or (ii), the U.S. Dollar Equivalent of any Euro Denominated Loan shall be calculated on the last Business day of each calendar month. Such U.S. Dollar Equivalent shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by the Borrower, it being understood that until such notice is received, the U.S. Dollar Equivalent shall be that U.S. Dollar Equivalent as last reported to the Borrower by the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Lenders of each such determination of the U.S. Dollar Equivalent.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Borrower to the Lenders); provided provided, that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11Section 8, inclusiveincluding definitions used therein, shall utilize GAAP accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the historical financial statements delivered to the Lenders pursuant to Section 6.09, provided that in the event GAAP shall be modified from that in effect at the time of the preparation of such financial statements, the Borrower shall be entitled to utilize GAAP, as so modified, for purposes of such computations to the extent that (x) the Borrower gives the Lenders 30 days' prior written notice of such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, if any, to Sections 8.03(g), 8.04(l), 8.05, 8.07 and 8.08 (and the definitions used therein) the sole purpose of which shall be to give effect to such proposed change (it being understood and agreed that to the extent that the Borrower and the Majority SMA cannot agree on appropriate adjustments to such Sections (or that no adjustments are necessary), the proposed change may not be effected); and provided further, that if at any time the computations determining compliance with Section 8 utilize accounting principles different from those utilized in the financial statements of Parent and its Subsidiaries referred furnished to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of any change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries statements shall be accompanied by reconciliation work-sheets. Notwithstanding the same after such Accounting Change as if such Accounting Change had not been madeforegoing, for purposes of the computations determining compliance with Section 8, all expenses and until such time as such an amendment shall have been executed and delivered other charges arising from any settlement of tobacco liability which are required by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required GAAP to be delivered pursuant retroactively applied to Sections 7.01(a), (b), (c), a previous fiscal quarter of the Borrower shall instead be accrued in the fiscal quarter in which such expenses and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)charges occur. (b) All computations of interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days. (c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in a currency other than U.S. dollars, shall be made by converting same into U.S. dollars at (x) if a Currency Agreement has been entered into by the Borrower and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Currency Agreement, provided that this clause (x) shall not be applicable (I) unless the Administrative Agent has received sufficient information from the Borrower to determine the exchange rate established by such Currency Agreement and the duration thereof, or (II) to any determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, (y) in the case of a determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, the spot exchange rate for the actual number currency in question of days the Letter of Credit Issuer on the date of such Drawing or (including z) if the first day but excluding provisions of the foregoing clauses (x) and (y) are not applicable, the "official" exchange rate, if applicable, or the spot exchange rate for the currency in question calculated by the Administrative Agent on the last day) occurring in Computation Date preceding the period for date on which any such interest or Fees are payabledetermination is being made and at such other times as the Administrative Agent elects to make such determination, it being understood that the Administrative Agent shall have no obligation to make any such other determinations. The Administrative Agent will promptly notify the Borrower and each Letter of Credit Issuer of its determinations hereunder.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Borrower to the LendersBanks); provided , PROVIDED that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11Section 8, inclusiveincluding definitions used therein, shall utilize GAAP accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the historical financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) 6.09, PROVIDED that in the event GAAP shall be modified from that in effect at the time of the preparation of such financial statements, the Borrower shall be entitled to utilize GAAP, as so modified, for the fiscal year ended nearest to December 31, 2010 and (iii) purposes of such computations to the extent expressly provided hereinthat (x) the Borrower gives the Banks 30 days' prior written notice of such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, certain calculations if any, to Sections 8.03(e), 8.05 and 8.06 (and the definitions used therein) the sole purpose of which shall be made on a Pro Forma Basis. In to give effect to such proposed change (it being understood and agreed that to the event of any change in GAAP (any such change, for extent that the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties Borrower and the Administrative AgentMajority SMA cannot agree on appropriate adjustments to such Sections (or that no adjustments are necessary), on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall proposed change may not be the same after such Accounting Change as if such Accounting Change had not been madeeffected), and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required LendersPROVIDED FURTHER, (i) all that if at any time the computations determining compliance with Section 8 utilize accounting principles different from those utilized in the financial covenantsstatements furnished to the Banks, standards and terms in this Agreement such financial statements shall be calculated and/or construed as if such Accounting Change had not been made, accompanied by reconciliation work-sheets and (ii) Parent in the event that the obligations and related receivables under any of the existing receivables facilities of the Borrower and its Subsidiaries or under any replacement facilities (to the extent the Liens created thereunder do not attach to assets not subject to Liens under the receivables facility being replaced) are no longer given off-balance sheet treatment, any such obligations, the interest expense or discount thereon and related receivables under such existing or replacement receivables facility shall prepare footnotes continue to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis receive off-balance sheet treatment for calculating financial covenant purposes of determining compliance (without reflecting such Accounting Change)with Section 8. (b) All computations of interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payabledays.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout in effect from time to time; provided that if the periods involved (except as set forth Company notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the notes thereto 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 otherwise disclosed in writing effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right, if required by Parent relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the election, which election shall, for purposes of this Agreement, be treated as a permitted change in GAAP and shall be subject to the Lenders); provided that, (i) notwithstanding anything to terms of the contrary immediately preceding sentence. Notwithstanding any other provision contained elsewhere herein, all terms of an accounting or financial covenants contained nature used herein shall be calculated construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to (i) Statement of Financial Accounting Standards No. 159 141R or ASC 805 (or any other financial accounting standard having a similar accounting principle), result or effect) and (ii) except as otherwise specifically provided Financial Accounting Standards Board Accounting Standards Codification 825 and Financial Accounting Standards Board Accounting Standards Codification 470-20 on financial liabilities. Notwithstanding any other provision contained herein, all computations any lease which was (or would have been) classified as an operating lease under the Company’s accounting treatment thereof in accordance with GAAP as in effect on the date of the Existing Credit Agreement shall not constitute a capital lease under this Agreement, and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11the obligations or liabilities thereunder shall not constitute capitalized lease obligations under this Agreement, inclusive, shall utilize GAAP and policies in conformity with those used to prepare the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of notwithstanding any change changes in GAAP (or the required implementation of any such change, for the purpose of this Section 11.07, an “Accounting Change”previously promulgated changes in GAAP) that occurs after subsequent to the date of this Agreement, then the Existing Credit Parties and Agreement (whether before or after the Administrative Agent, on behalf Closing Date) relating to the treatment of the Lenders, agree to enter into good faith negotiations in order to amend such provisions a lease as an operating lease or capitalized lease. (b) The calculation of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in ratios under this Agreement shall be calculated and/or construed as by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Changethere is no nearest number). (b) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout in effect from time to time; provided that if the periods involved (except as set forth Company notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the notes thereto 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 otherwise disclosed in writing effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right, if required by Parent relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the election, which election shall, for purposes of this Agreement, be treated as a permitted change in GAAP and shall be subject to the Lenders); provided thatterms of the immediately preceding sentence. Notwithstanding any other provision contained herein, (i) notwithstanding anything to the contrary contained elsewhere herein, all terms of an accounting or financial covenants contained nature used herein shall be calculated construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 141R or ASC 805 (or any other financial accounting standard having a similar accounting principle), result or effect) and (ii) except any lease which was (or would have been) classified as otherwise specifically provided hereinan operating lease under the Company’s accounting treatment thereof in accordance with GAAP as in effect on the Closing Date shall not constitute a Capital Lease, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, inclusive, shall utilize GAAP and policies in conformity with those used to prepare the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of notwithstanding any change changes in GAAP (or the required implementation of any such change, for previously promulgated changes in GAAP) subsequent to the purpose of this Section 11.07, an “Accounting Change”) that occurs Closing Date (whether before or after the date Second Amendment Effective Date) relating to the treatment of this Agreement, then the Credit Parties and the Administrative Agent, on behalf a lease as an operating lease or capitalized lease. (b) The calculation of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in ratios under this Agreement shall be calculated and/or construed as by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Changethere is no nearest number). (b) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent to the Lendersthereto); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.112.14, inclusive8.13 and 9 and calculations of the First Lien Net Leverage Ratio, Secured Net Leverage Ratio, Total Net Leverage Ratio and Interest Coverage Ratio, shall utilize GAAP and policies in conformity with those used to prepare the financial statements Pro Forma Financial Statements (subject to purchase accounting and other adjustments reasonably satisfactory to the Administrative Agent as a result of Parent the Acquisition); provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative 146 Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and its Subsidiaries referred applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to in Section 6.05(a) for enter into an amendment of the fiscal year ended nearest relevant affected provisions (without the payment of any amendment or similar fee to December 31, 2010 and (iiithe Lenders) to preserve the extent original intent thereof in light of such change in GAAP or the application thereof, (ii) except as otherwise expressly provided herein, certain for purposes of calculating financial terms, all covenants and related definitions, all such calculations shall be made based on the operations, assets and results of the Borrower and its Restricted Subsidiaries on a Pro Forma Basis. In consolidated basis and shall be made without giving effect to the event operations, assets or results of any change Unrestricted Subsidiaries, (iii) notwithstanding anything to the contrary contained herein, all covenants and financial ratios contained herein or in GAAP any other Credit Document shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any such changesimilar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, for (iv) all financial statements delivered to the purpose Administrative Agent in accordance with the terms of this Section 11.07, an “Accounting Change”) that occurs Agreement after the date of this Agreementany accounting change shall contain a schedule showing the adjustments, then the Credit Parties and the Administrative Agentin any, on behalf of the Lenders, agree necessary to enter into good faith negotiations reconcile such financial statements with GAAP as in order effect immediately prior to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been madeaccounting changes, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (iv) all financial covenants, standards and terms references in this Agreement to a four-Fiscal Quarter period of the Borrower referring to a period prior to the Closing Date shall be calculated and/or construed refer to the applicable period prior to the Closing Date as if such Accounting Change the Borrower had not been made, and (ii) Parent shall prepare footnotes to each certificate existed and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show Transaction has occurred on the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)first day of said period. (b) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. (c) Notwithstanding anything to the contrary herein, at any time after an IPO, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Dividend or (y) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (y) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (c) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) Notwithstanding anything to the contrary herein, with respect to any amounts incurred in reliance on clause (i) of the definition of “Maximum Incremental Facilities Amount” (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred in reliance on clause (ii) of the definition of “Maximum Incremental Facilities Amount” (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts. (f) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Lease Obligations in conformity with GAAP on the date hereof shall be considered Capitalized Lease Obligations, and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith (provided that together with all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrower shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent to the Lendersthereto); provided provided, that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.112.14 and 9 and calculations of the First Lien Net Leverage Ratio, inclusiveSecured Net Leverage Ratio and Interest Coverage Ratio, shall utilize GAAP; provided, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and policies applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in conformity with those used accordance herewith; provided, further, that if such an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Required Lenders shall negotiate in good faith to prepare enter into an amendment of the financial statements relevant affected provisions (without the payment of Parent and its Subsidiaries referred any amendment or similar fee to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iiiLenders) to preserve the extent original intent thereof in light of such change in GAAP or the application thereof, (ii) except as otherwise expressly provided herein, certain for purposes of calculating financial terms, all covenants and related definitions, all such calculations shall be made based on the operations, assets and results of the Borrower and its Subsidiaries on a Pro Forma Basis. In consolidated basis, (iii) notwithstanding anything to the event of contrary contained herein, all covenants and financial ratios contained herein or in any change other Credit Document shall be calculated, in GAAP each case, without giving effect to any election under FASB ASC 825 (or any such changesimilar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, for (iv) all financial statements delivered to the purpose Administrative Agent in accordance with the terms of this Section 11.07, an “Accounting Change”) that occurs Agreement after the date of this Agreementany accounting change shall contain a schedule showing the adjustments, then the Credit Parties and the Administrative Agentif any, on behalf of the Lenders, agree necessary to enter into good faith negotiations reconcile such financial statements with GAAP as in order effect immediately prior to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been madeaccounting changes, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (iv) all financial covenants, standards and terms references in this Agreement to a four-Fiscal Quarter period of the Borrower referring to a period prior to the Closing Date shall be calculated and/or construed refer to the applicable period prior to the Closing Date as if such Accounting Change the Borrower had not been made, and (ii) Parent shall prepare footnotes to each certificate existed and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show Transaction has occurred on the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)first day of said period. (b) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. (c) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Dividend or (y) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (y) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 9.11(a), any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (c) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) [Reserved]. (f) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Lease Obligations in conformity with GAAP on the date hereof shall be considered Capitalized Lease Obligations, and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith (provided that together with all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrower shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent Holdings to the Lenders); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining the Applicable Commitment Fee Percentage, the Applicable Margins and the Incremental Term Loan Commitment Requirements and compliance with Sections 8.07 through 8.118.16, inclusive, 9.04(xii) and 9.07 shall utilize GAAP generally accepted accounting principles and policies in conformity with those used to prepare the December 31, 2005 year-end historical financial statements of Parent Holdings and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 317.05(a), 2010 and (iiiii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of any change in GAAP , and (any such change, iii) for the purpose period from the Initial Borrowing Date through and including the earlier of this Section 11.07the Existing Senior Notes Redemption Date, an “Accounting Change”all computations and all definitions (including accounting terms) that occurs after used in determining the date of this AgreementApplicable Commitment Fee Percentage, then the Credit Parties Applicable Margins and the Administrative AgentIncremental Term Loan Commitment Requirements and compliance with Sections 8.16, on behalf of the Lenders9.04(xii) and 9.07, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had the Existing Senior Notes were not been made, outstanding and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)as if there was no interest expense associated therewith. (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial ---------------------------- statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (and, except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the US Borrower to the Lenders), be consistently applied throughout the periods involved; provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as -------- otherwise specifically provided herein, all computations 156 determining the Adjusted Total Leverage Ratio, the Total Leverage Ratio and all definitions (including accounting terms) used in determining the Adjusted Senior Leverage Ratio and compliance with Sections 8.07 through 8.112.12, inclusive6.14 and Article VII, shall including definitions used therein shall, in each case, utilize GAAP accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and 2000 financial statements delivered to the Lenders pursuant to Section 5.10(b); provided -------- further that (iiii) to the extent expressly provided hereinrequired pursuant to the provisions of ------- this Agreement, certain calculations shall be made on a Pro Forma Basis. In , (ii) to the event extent compliance with Section 7.09 or 7.10 or the determination of any change in GAAP (any such changeof the Adjusted Total Leverage Ratio, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties Total Leverage Ratio and the Administrative AgentAdjusted Senior Leverage Ratio would include periods occurring prior to the Initial Borrowing Date, such calculation shall be adjusted on behalf a Pro Forma Basis to give effect to the Transaction as if same had occurred on the first day of the Lendersrespective period, agree (iii) in the case of any determinations of Consolidated Interest Expense or Consolidated EBITDA for any portion of any Test Period that ends prior to enter into good faith negotiations the Initial Borrowing Date, all computations determining compliance with Section 7.09 or 7.10 and all determinations of the Adjusted Total Leverage Ratio, the Adjusted Senior Leverage Ratio and the Total Leverage Ratio (including as used in order to amend such provisions the definition of this Agreement so as to equitably reflect any such Accounting Change Applicable Rate) shall be calculated in accordance with the desired result that definition of Test Period contained herein and (iv) for purposes of calculating the criteria for evaluating Applicable Rate, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the financial condition operations of Parent the US Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)operations of any Unrestricted Subsidiaries. (b) All computations The US Dollar Equivalent of interest each Loan denominated in Sterling and other Fees hereunder each Loan and B/A Drawing denominated in Canadian Dollars shall be made calculated on the date when the applicable Notice of Borrowing is delivered or the acceptance and purchase of any B/A is requested, on the second Business Day of each month and at such other times as may be designated by the Applicable Agent. Such US Dollar Equivalent shall remain in effect until the same is recalculated by the Applicable Agent as provided above and notice of such recalculation is received by the US Borrower, it being understood that until such notice is received, the US Dollar Equivalent shall be that US Dollar Equivalent as last reported to the US Borrower by the Applicable Agent. The Applicable Agent shall promptly notify the US Borrower and the Lenders of each such determination of the US Dollar Equivalent. (c) For the purpose of determining compliance with Sections 7.04(d), (g) and (o), any interest on any Indebtedness theretofore incurred pursuant to such Sections that is capitalized and/or paid in the form of additional Indebtedness with the same terms shall not be treated as an incurrence of additional Indebtedness for purposes of determining compliance with the dollar limitations set forth therein. (d) Notwithstanding anything to the contrary contained in clause (a) of this Section 10.06, for purposes of determining compliance with any incurrence tests set forth in Articles VI or VII (excluding Sections 7.09 and 7.10), any amounts so incurred or expended (to the extent incurred or expended in a currency other than US Dollars) shall be converted into US Dollars on the basis of the US Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate US Dollar limitation provided for therein (and to the extent the respective incurrence test limits the aggregate amount outstanding (or expended) at any time and is expressed in US Dollars, all outstanding amounts originally incurred or expended in a year currency other than US 157 Dollars shall be converted into US Dollars on the basis of 360 days for the actual number US Dollar Equivalent of days the respective such amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the US Dollar amount outstanding (including the first day but excluding the last dayor expended) occurring in the period for which such interest or Fees are payableat any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout in effect from time to time; provided that if the periods involved (except as set forth Company notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring in GAAP or in the notes thereto 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 otherwise disclosed in writing effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the right, if required by Parent relevant regulatory authorities, to adopt the International Financial Reporting Standards, as promulgated by the International Accounting Standards Board (or any successor board or agency), as in effect on the date of the election, which election shall, for purposes of this Agreement, be treated as a permitted change in GAAP and shall be subject to the Lenders); provided thatterms of the immediately preceding sentence. Notwithstanding any other provision contained herein, (i) notwithstanding anything to the contrary contained elsewhere herein, all terms of an accounting or financial covenants contained nature used herein shall be calculated construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 141R or ASC 805 (or any other financial accounting standard having a similar accounting principle), result or effect) and (ii) except any lease which was (or would have been) classified as otherwise specifically provided hereinan operating lease under the Company’s accounting treatment thereof in accordance with GAAP as in effect on the Closing Date shall not constitute a Capital Lease, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, inclusive, shall utilize GAAP and policies in conformity with those used to prepare the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of notwithstanding any change changes in GAAP (or the required implementation of any such change, for previously promulgated changes in GAAP) subsequent to the purpose of this Section 11.07, an “Accounting Change”) that occurs Closing Date (whether before or after the date SecondFourth Amendment Effective Date) relating to the treatment of this Agreement, then the Credit Parties and the Administrative Agent, on behalf a lease as an operating lease or capitalized lease. (b) The calculation of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in ratios under this Agreement shall be calculated and/or construed as by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Changethere is no nearest number). (b) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Borrower to the Lenders); provided provided, that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11Section 8, inclusiveincluding definitions used therein, shall utilize GAAP accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year quarter of the Borrower ended nearest to December March 31, 2010 2002 delivered to the Lenders under, and (iiias defined in, the First Amended and Restated Credit Agreement pursuant to Section 7.01(b) thereof, provided that in the event GAAP shall be modified from that in effect at the time of the preparation of such financial statements, the Borrower shall be entitled to utilize GAAP, as so modified, for purposes of such computations to the extent expressly provided hereinthat (x) the Borrower gives the Lenders 30 days' prior written notice of such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, certain calculations if any, to Sections 8.03(g), 8.04(l), 8.05, 8.07 and 8.08 (and the definitions used therein), the sole purpose of which shall be made to give effect to such proposed change (it being understood and agreed that to the extent that the Borrower and the Majority SMA cannot agree on a Pro Forma Basis. In appropriate adjustments to such Sections (or that no adjustments are necessary), the event of proposed change may not be effected); and provided further, that if at any change time the computations determining compliance with Section 8 (and the definitions used therein) utilize accounting principles different from those utilized in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after financial statements furnished to the date of Lenders pursuant to this Agreement, then such financial statements shall be accompanied by reconciliation work-sheets. Notwithstanding the Credit Parties and the Administrative Agentforegoing, on behalf for purposes of the Lenderscomputations determining compliance with Section 8, agree to enter into good faith negotiations in order to amend such provisions all expenses and other charges arising from any settlement of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered tobacco liability which are required by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required GAAP to be delivered pursuant retroactively applied to Sections 7.01(a), (b), (c), a previous fiscal quarter of the Borrower shall instead be accrued in the fiscal quarter in which such expenses and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)charges occur. (b) All computations of interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days. (c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in a currency other than U.S. dollars, shall be made by converting same into U.S. dollars at (x) if a Currency Agreement has been entered into by the Borrower and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Currency Agreement, provided that this clause (x) shall not be applicable (I) unless the Administrative Agent has received sufficient information from the Borrower to determine the exchange rate established by such Currency Agreement and the duration thereof, or (II) to any determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, (y) in the case of a determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, the spot exchange rate for the actual number currency in question of days the Letter of Credit Issuer on the date of such Drawing or (including z) if the first day but excluding provisions of the foregoing clauses (x) and (y) are not applicable, the "official" exchange rate, if applicable, or the spot exchange rate for the currency in question calculated by the Administrative Agent on the last day) occurring in Business Day of the period for month then last ended preceding the date on which any such interest or Fees are payabledetermination is being made and at such other times as the Administrative Agent elects to make such determination, it being understood that the Administrative Agent shall have no obligation to make any such other determinations. The Administrative Agent will promptly notify the Borrower and each Letter of Credit Issuer of its determinations hereunder.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Company to the Lenders); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining the Fixed Charge Coverage Ratio and the Total Secured Leverage Ratio in determining compliance with Sections 8.07 through 8.11, inclusive, Section 9.13 and Section 10 shall utilize GAAP and policies in conformity with those used to prepare the audited financial statements of Parent and its Subsidiaries the Company referred to in Section 6.05(a8.05(a) for the its fiscal year ended nearest to December ended, and otherwise in effect as of, October 31, 2010 2011not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP (provided that if at any time any change in GAAP or in the application of GAAP would affect the computation of any financial ratio or financial term or definition set forth in any Credit Document and either the Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or covenant to preserve the original intent thereof in light of such change in (or in the application of) GAAP; provided, further, that, until so amended, (i) such ratio shall continue to be computed in accordance with GAAP prior to such change and (ii) the Company shall provide to the Administrative Agent financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or financial covenant made before and after giving effect to such change in (or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of and compliance (or non-compliance) with such ratio) , (ii) notwithstanding anything to the contrary contained herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to (x) any election under FASB ASC 825 (or any similar accounting principle permitting a Person to value its financial liabilities at the fair value thereof), or (y) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In Basis and (iv) notwithstanding anything in the event of any change in GAAP (any such changeforegoing to the contrary, for the purpose purposes of this determining compliance with Section 11.07, an “Accounting Change”5.02(b) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), or (c), Section 10 or any other incurrence or expenditure test set forth herein with respect to any amount in a currency other than U.S. Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time of such incurrence or expenditure or receipt of any such amount (so long as such incurrence or expenditure or receipt of any such amount, at the time incurred, made, received or acquired, was permitted hereunder). For purposes of determining compliance with any U.S. Dollar-denominated restriction or exception provided for in Section 5.02(b) or (c), Section 10 or any other incurrence or expenditure test set forth herein, the U.S. Dollar-equivalent amount thereof denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date of such incurrence or expenditure or receipt of any such amount, or first committed, in the case of revolving credit debt; provided that if any Indebtedness otherwise permitted to be incurred hereunder is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable U.S. Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Changeincluding tender premiums) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change). (b) All computations of interest other reasonable costs and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days expenses (including the first day but excluding the last dayoriginal issue discount) occurring incurred in the period for which connection with such interest or Fees are payablerefinancing.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Borrower to the Lenders); provided thatthat (i) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that (A) if Holdings or the Borrower notifies the Administrative Agent that Holdings requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Holdings that the Administrative Agent or the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then until such notice shall have been withdrawn or such provision amended in accordance herewith such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective, (iB) unless any such notice delivered pursuant to clause (A) above has been withdrawn, Holdings, the Borrower and the requisite Lenders under Section 13.12 shall negotiate in good faith to amend the provisions of this Agreement that relate to the operation of such provision with the intent of having the respective positions of Holdings and the Lenders after such change in GAAP or the application thereof conform as nearly to their respective positions as of the Effective Date (which amendment shall not be subject to any amendment fee payable to the Lenders or any pricing change to the extent such amendment is solely related to eliminating the effect of such change in GAAP or in the application thereof), (C) GAAP as applied herein with respect to accounting for leases (including Capitalized Lease Obligations) shall be GAAP as in effect on the Effective Date and (D) Holdings shall include with the financial statements and other financial information and calculations required to be delivered to the Administrative Agent and Lenders hereunder a reconciliation of such financial statements, information and calculations before and after giving effect to such change in GAAP, (ii) notwithstanding anything to the contrary contained elsewhere herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated calculated, in each case, without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 under FASB ASC 825 (or any similar accounting principle)principle permitting a Person to value its financial liabilities at the fair value thereof, (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusive, shall utilize GAAP and policies in conformity with those used to prepare the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In , and (iv) notwithstanding anything to the event of any change in GAAP (any such changecontrary contained herein, for purposes of calculating all financial ratios and financial terms set forth herein and in the purpose of this Section 11.07other Credit Documents, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition results of Parent and its Unrestricted Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)ignored. (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent Holdings to the Lenders); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.118.10, inclusive, shall utilize GAAP and policies in conformity with those used to prepare the audited financial statements of Parent Holdings and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 2009 and (iiiii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In Holdings, the Borrower and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the Credit Parties and written request of either the Borrower or the Administrative Agent, on behalf of the Lenders, agree to Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent Holdings and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by Holdings, the Credit Parties Borrower and Required Lenders, (ia) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (iib) Parent the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (fg) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change). (b) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable. (c) For purposes of any computation determining compliance with any incurrence or expenditure tests set forth in Sections 7 and/or 8 or with Dollar-based basket levels appearing in Sections 4.01 or 4.02 or any definitions contained in Section 1.01, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence, expenditure or utilization test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the Exchange Rates as in effect on the date of any new incurrence, expenditure or utilization made under any provision of any such Section that regulates the Dollar amount outstanding at any time).

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP or SAP, as the case may be, consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Borrowers to the Lenders); provided that. In addition, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11Section 7, inclusiveincluding definitions used therein, shall utilize GAAP accounting principles and policies in conformity with those used effect from time to prepare the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) to the extent expressly time; provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of any change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenantsif any such accounting principle or policy (whether GAAP or SAP or both) shall change after the Effective Date, standards the Borrowers shall give reasonable notice thereof to the Administrative Agent and terms in each of the Lenders and if within thirty (30) days following such notice any Borrower, the Administrative Agent or the Required Lenders shall elect by giving written notice of such election to the other parties hereto, such computations shall not give effect to such change unless and until this Agreement shall be calculated and/or construed as if amended pursuant to Section 11.11 to give effect to such Accounting Change had not been madechange, and (ii) Parent shall prepare footnotes to each certificate and if at any time the computations determining compliance with Section 7 utilize accounting principles different from those utilized in the financial statements required then being furnished to be delivered the Lenders pursuant to Sections 7.01(a)Section 6.01, (b), (c), and (f) hereunder that show the differences between the such financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)shall be accompanied by reconciliation work-sheets. (b) All computations of interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for days. (c) All references in this Agreement to amounts in Dollars shall include, unless the actual number of days context otherwise requires, amounts in Optional Currencies using the then U.S. Dollar Equivalent thereof. (d) Unless otherwise expressly provided herein, (a) references to organization documents, agreements (including the first day but excluding the last dayCredit Documents) occurring and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, subject to any restrictions on such amendments, restatements, extensions, supplements and other modifications set forth herein or in the period for which any other Credit Document; and (b) references to any law, rule or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such interest law, rule or Fees are payableregulation.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent the Borrower to the Lenders); provided that, that (i) notwithstanding anything to the contrary contained elsewhere herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated calculated, in each case, without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 under FASB ASC 825 (or any similar accounting principle)) permitting a Person to value its financial liabilities at the fair value thereof, (ii) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11, inclusive, shall utilize GAAP and policies in conformity with those used to prepare the financial statements of Parent and its Subsidiaries referred to in Section 6.05(a) for the fiscal year ended nearest to December 31, 2010 and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basispro forma basis, and (iii) for the avoidance of doubt, all operating lease expense and other liabilities with respect to leases of the Borrower and its Subsidiaries that would constitute operating leases under GAAP as of the Effective Date shall not be included in the calculations of Indebtedness or Consolidated Interest Expense hereunder. In The Borrower and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 11.0713.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the Credit Parties written request of any of the Borrower, the Administrative Agent or the Required Lenders, the Borrower and the Administrative Agent, on behalf of the Lenders, agree to Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent the Borrower and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties Borrower and the Required Lenders, (ia) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (iib) Parent the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a9.01(a), (b), (c), ) and (f) hereunder that show the material differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change). (b) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent Holdings to the Lenders); provided that, that (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (iiA) except as otherwise specifically provided herein, all computations of Excess Cash Flow and the Applicable Margin, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 8.07 through 8.11the Total Leverage Covenant and in determining the Total First Lien Leverage Ratio, inclusivethe Total Leverage Ratio and the Total Secured Leverage Ratio (the “Leverage Ratios”), shall utilize GAAP and policies in conformity with those used to prepare the audited financial statements of Parent and its Subsidiaries referred to in Section 6.05(a6.1(b) for the fiscal year ended nearest to December January 31, 2010 2011, (B) notwithstanding anything to the contrary contained herein, all such financial statements shall be prepared, and the Total Leverage Covenant and the Leverage Ratios shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof and (iiiC) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of that any change in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”” (as defined below) that occurs after shall occur and such change results in a change in the date method of this Agreementcalculation of all computations and all definitions (including accounting terms) used in determining compliance with the Total Leverage Covenant, then at the Credit Parties and U.S. Borrower’s request, the Administrative Agent, on behalf of the Lenders, agree to Agent shall enter into good faith negotiations with the U.S. Borrower in order to amend such provisions of this Agreement so as to reflect equitably reflect any such Accounting Change Changes with the desired result that the criteria for evaluating the U.S. Borrower’s financial condition of Parent and its Subsidiaries shall be the same after such Accounting Change Changes as if such Accounting Change Changes had not been made; provided, that (i) no amendment fee shall be payable in connection therewith, (ii) any such amendments that relate to Section 9.1 shall be subject to the prior written consent of the Required Revolving Lenders (such consent not to be unreasonably withheld or delayed) and until not the Required Lenders and (iii) all amendments relating to the Leverage Ratios (other than in connection with Section 9.1) shall be subject to the prior written consent of the Required Lenders (such consent not to be unreasonably withheld or delayed) and not the Required Revolving Lenders. Until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenantsparties hereto in accordance with this Section 13.7, standards and terms in this Agreement shall continue to be calculated and/or or construed as if such Accounting Change Changes had not been madeoccurred (other than for purposes of delivery of financial statements under Sections 8.1(a) and (b)). “Accounting Changes” refers to changes in accounting principles (i) required by the promulgation of any rule, and regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC or (ii) Parent shall prepare footnotes to each certificate and otherwise proposed by the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c)U.S. Borrower to, and (f) hereunder that show approved by, the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)Administrative Agent. (b) All computations of interest and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in Canada as from time to time in effect ("Canadian GAAP") consistently applied throughout by the Canadian Parent through the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Canadian Parent to the Lenders); ) provided that, that (i) notwithstanding anything if there is any change occurring after the date hereof in Canadian GAAP or the application thereof from that used to prepare the historical financial statements of the Canadian Parent delivered to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof Lenders pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principleSection 7.05(a), then the Borrower may notify the Administrative Agent, or the Administrative Agent or Required Lenders may notify the Borrower, that the requesting party requests an amendment to one or more of the provisions to this Agreement to eliminate the effects of such changes, in which case the parties hereto shall negotiate in good faith to agree upon and approve the requested amendment (iiand shall use commercially reasonable efforts to agree thereon within 90 days) except as otherwise specifically provided hereinand, unless and until such amendment is executed and delivered in accordance with the requirements of this Agreement, then this Agreement and all computations and all definitions (including accounting terms) used in determining the Applicable Margins, Excess Cash Flow and compliance with Sections 8.07 through 8.11, inclusive, 4 and 9 shall utilize use Canadian GAAP and policies in conformity with those as used to prepare the historical financial statements of with the Canadian Parent and its Subsidiaries referred delivered to in the Lenders pursuant to Section 6.05(a7.05(a) for until the fiscal year ended nearest to December 31respective amendment has been adopted, 2010 and (iiiii) to the extent expressly provided hereinrequired pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis. In , (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9 (excluding Sections 9.08 and 9.09), any amounts so incurred or expended (to the event extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of any change exchange rates (as quoted by a source satisfactory to the Administrative Agent) as in GAAP (any such change, for the purpose of this Section 11.07, an “Accounting Change”) that occurs after effect on the date of this Agreementsuch incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, then all outstanding amounts originally -175- incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the Credit Parties and basis of the exchange rates (as quoted by a source satisfactory to the Administrative Agent) as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time) and (iv) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on behalf the operations of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Canadian Parent and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)operations of any Unrestricted Subsidiaries. (b) All computations of interest interest, B Term Loan Commitment Commission, RL Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest interest, B Term Loan Commitment Commission, RL Commitment Commission or Fees are payable. For the purposes of this Agreement, whenever any interest is calculated on the basis of a period of time other than a calendar year, the annual rate of interest to which each rate of interest determined pursuant to such calculation is equivalent for the purposes of the Interest Act (Canada) is such rate as so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days used in the basis of such determination.

Calculations; Computations. (a) All accounting determinations under this Agreement and all The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent Holdings to the Lenders); provided that, (i) notwithstanding anything to the contrary contained elsewhere herein, all financial covenants contained herein shall be calculated without giving effect to any election made by Parent or any of its Subsidiaries to value financial liabilities or Indebtedness at the fair value thereof pursuant to Statement of Financial Accounting Standards No. 159 (or any similar accounting principle), (ii) except as otherwise specifically provided herein, all computations accounting and all definitions (including accounting terms) financial terms used in determining compliance with Sections 8.07 through 8.11, inclusive, herein shall utilize GAAP generally accepted accounting principles and policies in conformity with those used to prepare the December 31, 2010 year-end historical financial statements of Parent Holdings and its Subsidiaries referred to in Section 6.05(a8.05(a) for (“Existing GAAP”) (ii) notwithstanding anything to the fiscal year ended nearest contrary contained herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to December 31any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, 2010 and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of any change in GAAP , (any such change, iv) for the purpose of this Section 11.07period from the Initial Borrowing Date through and including the Existing Holdings Notes Redemption Date, an “Accounting Change”all computations and all definitions (including accounting terms) that occurs after used in determining the date of this Agreement, then the Credit Parties Applicable Margins and the Administrative AgentIncremental Commitment Requirements and compliance with Sections 2.17(a), on behalf 9.15, 10.03(vi), 10.03(vii), 10.04(xi), 10.05(xiv), 10.08(i)(y), 10.08(i)(z) and 10.07 shall be calculated as if the Existing Holdings Notes were not outstanding and as if there was no interest expense associated therewith, and (v) for the avoidance of the Lendersdoubt, agree all operating lease expense and other liabilities with respect to enter into good faith negotiations in order to amend such provisions leases of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Parent Holdings and its Subsidiaries that would constitute operating leases under Existing GAAP shall not be included in the same after such Accounting Change as if such Accounting Change had not been madecalculations of Indebtedness, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Parent shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 7.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change)Capital Expenditures or Consolidated Interest Expense hereunder. (b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.