Common use of Calculations; Computations Clause in Contracts

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that (i) if at any time any change in U.S. GAAP is reasonably likely to cause any financial ratio or requirement set forth in any Credit Document to be violated or to impose additional obligations on the Borrowers, or to prevent any such violation or any such imposition absent such change, and either the U.S. Borrower or the Required Lenders shall so request, the Administrative Agent and the U.S. Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in U.S. GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (x) such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (y) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in U.S. GAAP, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 (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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time). (b) All computations of interest and 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) The All accounting 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 U.S. GAAP consistently applied throughout the periods involved (conformity with, GAAP, except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that specifically prescribed herein. (ib) if If at any time any change in U.S. GAAP is reasonably likely to cause or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or requirement financial term or definition set forth in any Credit Loan Document to be violated or to impose additional obligations on the Borrowers, or to prevent any such violation or any such imposition absent such change, and either the U.S. Borrower or the Required Lenders shall so request, the Administrative Agent Agent, the Lenders and the U.S. Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or requirement covenant to preserve the original intent thereof in light of such change in U.S. GAAP (subject to or in the approval of the Required Lenders)application of) GAAP; provided that, until so amended, (xi) Excess Cash Flow and such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (yii) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Excess Cash Flow or such ratio or requirement financial covenant made before and after giving effect to such change in U.S. GAAP(or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent expressly required pursuant that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the provisions Transactions or any Specified Transaction occurs, the calculation of this Agreementthe Total Net Leverage Ratio, certain calculations 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 Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Original Closing Date that would require lease obligations that would be treated as operating leases as of the Original Closing Date to be classified and (iii) accounted for purposes of determining compliance with any incurrence as Capital Lease Obligations or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars otherwise reflected on the basis consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from 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 reasonably satisfactory to the Administrative Agent) as in effect on the date definition of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (Indebtedness 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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time)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) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. 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 the U.S. Borrower Company to the Lenders; it being understood and agreed that notes may be absent in the interim financial statements). In addition, except as otherwise specifically provided herein, all computations determining compliance with Sections 4.02 and 8, including definitions used therein, and for all purposes of determining Capital Expenditures, the Interest Coverage Ratio, Net Leverage Ratio and Senior Secured Net Leverage Ratio, shall utilize accounting principles and policies in effect from time to time; provided that, if the Company notifies the Administrative Agent that (i) if at the Company requests an amendment to any time provision hereof to eliminate the effect of any change occurring after the Amendment and Restatement Effective Date in U.S. GAAP is reasonably likely to cause any financial ratio or requirement set forth in any Credit Document to be violated or to impose additional obligations the application thereof on the Borrowers, operation of such provision (or to prevent any such violation or any such imposition absent such change, and either if the U.S. Borrower Administrative Agent notifies the Company that it or the Required Lenders shall so requestrequest an amendment to any provision hereof for such purpose), the Administrative Agent and the U.S. Borrower shall negotiate in good faith to amend regardless of whether any such ratio notice is given before or requirement to preserve the original intent thereof in light of after such change in U.S. GAAP (subject to or in the approval application thereof, then such provision shall be interpreted on the basis of the Required Lenders); provided that, until so amended, (x) such ratio or requirement shall continue to be computed GAAP as in accordance with U.S. GAAP prior to effect and applied immediately before such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, shall have become effective until such notice shall be deemed to have been received on withdrawn or such provision amended in accordance herewith. Notwithstanding the last day of such Test Period) and (y) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in U.S. GAAPforegoing, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 (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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time)pro forma basis. (b) All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime 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) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), ; provided that (i) if at any time any change in U.S. GAAP is reasonably likely to cause would affect the computation of any financial ratio or requirement set forth in any Credit Document to be violated (including, without limitation, as a result of the effect of such change on any definition including accounting terms) used in calculating such ratio or to impose additional obligations on determining compliance with such requirement (the Borrowers, or to prevent any such violation or any such imposition absent such change, “Accounting Change”) and either the U.S. Borrower or the Required Lenders shall so request, the Administrative Agent and the U.S. Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in U.S. GAAP (subject to the approval of the Required Lenders); provided ) (provided, however, that, until so amended, (x) such ratio or requirement shall continue to be computed in accordance conformity with U.S. GAAP those accounting principles and policies in effect immediately prior to such change therein Accounting Change); (andii) except as otherwise expressly provided herein, for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the avoidance operations of doubt, if such notice is provided following the last day of Borrower and its Restricted Subsidiaries on a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice consolidated basis shall be deemed to have been received on the last day of such Test Period) and (y) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after without giving effect to such change in U.S. GAAPthe operations of any Unrestricted Subsidiaries, (iiiii) notwithstanding anything to the contrary contained herein, all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof and to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis and Basis, (iiiiv) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory all financial statements delivered to the Administrative Agent) as Agent in effect on accordance with the date of such 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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on this Agreement after the date of any new incurrence or expenditures made under accounting change set forth in Section 1.02 shall contain a schedule showing the adjustments, if any, necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting changes, and (v) all references contained in this Agreement to a four-quarter period of the Borrower referring to a period prior to October 1, 2012 shall refer to the applicable period prior to October 1, 2012 of the predecessor entity and not the Borrower and in any provision of any such Section that regulates event shall include the Dollar amount outstanding at any time). (b) All computations of interest Consolidated Adjusted EBITDA and 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 Fixed Charges as set forth in the period for which such interest or Fees are payabledefinition of “Test Period”.

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP in effect from time to time in all material respects consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Holdings to the Lenders), provided that (i) if at any time any change in U.S. GAAP is reasonably likely to cause any financial ratio or requirement set forth in any Credit Document to be violated or to impose additional obligations on the Borrowers, or to prevent any such violation or any such imposition absent such change, and either the U.S. Borrower or the Required Lenders shall so request, the Administrative Agent and the U.S. Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in U.S. GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (xi) such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior notwithstanding anything to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for contrary contained herein, all such Test Period, such notice financial statements shall be deemed to have been received on the last day of such Test Period) prepared, and (y) the U.S. Borrower all financial covenants contained herein or in any other Credit Document shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after be calculated, in each case, without giving effect to such change in U.S. GAAP, 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 (ii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis and Basis. In the event of any change in GAAP (iiiany such change, for the purpose of this Section 14.07, an “Accounting Change”) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on that occurs after the date of this Agreement, then the Credit Parties and the Agents, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such incurrence or expenditure under any provision provisions of this Agreement so as to equitably reflect any such Section Accounting Change with the desired result that has an aggregate Dollar limitation provided the criteria for therein (evaluating the financial condition of Holdings 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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars its Subsidiaries shall be converted into Dollars on the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (ii) Holdings shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 10.01(a), (b), (c), and (f) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change). In addition, any lease that was classified or accounted for as an operating lease as of the exchange rates (Closing Date in accordance with GAAP and any similar lease entered into after the Closing Date shall be classified or accounted for as shown on Reuters ECB page 37 oran operating lease and not a capitalized lease, if same does not provide even though, as a result of a change in GAAP after the Closing Date, such exchange rates, on such other basis lease would be classified and accounted for as is reasonably 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 that regulates the Dollar amount outstanding at any time)a capitalized lease. (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) occurring in the period for which such interest interest, Commitment Commission or Fees are payable, except that interest computed by reference to Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year).

Calculations; Computations. (a) The Other than information contained in Internal Management Reports and other financial information delivered hereunder not expressly required to be prepared in accordance with GAAP by the terms of this Agreement, the financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Holdings to the Lenders)) and except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, provided that, if Holdings notifies the Administrative Agent that (i) if at Holdings requests an amendment to any time provision hereof to eliminate the effect of any change occurring after the date hereof in U.S. GAAP is reasonably likely to cause any financial ratio or requirement set forth in any Credit Document to be violated or to impose additional obligations the application thereof on the Borrowers, operation of such provision (or to prevent any such violation or any such imposition absent such change, and either if the U.S. Borrower Administrative Agent notifies Holdings that the Administrative Agent or the Required Lenders shall so requestrequest an amendment to any provision hereof for such purpose), the Administrative Agent and the U.S. Borrower shall negotiate in good faith to amend regardless of whether any such ratio notice is given before or requirement to preserve the original intent thereof in light of after such change in U.S. GAAP (subject to or in the approval of the Required Lenders); provided thatapplication thereof, until so amended, (x) then such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice provision shall be deemed to have been received on the last day of such Test Period) and (y) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in U.S. GAAP, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars interpreted 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 reasonably satisfactory to the Administrative Agent) GAAP as in effect on the date of and applied immediately before such incurrence change shall have become effective until such notice shall have been withdrawn or expenditure under any such 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 amended in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time)accordance herewith. (b) All computations of interest (except for interest determined based on the Canadian Prime Rate or the Canadian BA Rate, which shall be made on the basis of a year of 365 days), and 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, the last day shall be included) occurring in the period for which such interest interest, or Fees are payable. Each determination by the Administrative Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section 4 or pursuant to the Fee Letters are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by the applicable Borrowers under Section 2.10(a)(ii) or (iii), Section 2.10(c), Section 2.11, Section 3.06 or Section 5.04 submitted to the Company by the Administrative Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error.

Calculations; Computations. (a) The All accounting 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 U.S. GAAP consistently applied throughout the periods involved (conformity with, GAAP, except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that specifically prescribed herein. (ib) if If at any time any change in U.S. GAAP is reasonably likely to cause or in the application of GAAP would affect the computation of any financial ratio or requirement financial term or definition set forth in any Credit Loan Document to be violated or to impose additional obligations on the Borrowers, or to prevent any such violation or any such imposition absent such change, and either the U.S. Borrower or the Required Lenders shall so request, the Administrative Agent Agent, the Lenders and the U.S. Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or requirement covenant to preserve the original intent thereof in light of such change in U.S. GAAP (subject to or in the approval of the Required Lenders)application of) GAAP; provided that, until so amended, (xi) such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (yii) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement financial covenant made before and after giving effect to such change in U.S. GAAP(or in the application of) GAAP as is reasonably necessary to demonstrate the calculation and compliance (or non compliance) with such ratio. (c) Notwithstanding anything to the contrary contained 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 calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Closing Date that would require lease obligations that would be treated as operating leases as of the Closing Date to be classified and (iii) accounted for purposes of determining compliance with any incurrence as Capital Lease Obligations or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars otherwise reflected on the basis consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from 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 reasonably satisfactory to the Administrative Agent) as in effect on the date definition of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (Indebtedness 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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time)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) The All accounting 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 U.S. GAAP consistently applied throughout the periods involved (conformity with, GAAP, except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that specifically prescribed herein. (ib) if If at any time any change in U.S. GAAP is reasonably likely to cause or in the application of GAAP would affect the computation of any financial ratio or requirement financial term or definition set forth in any Credit Loan Document to be violated or to impose additional obligations on the Borrowers, or to prevent any such violation or any such imposition absent such change, and either the U.S. Borrower or the Required Lenders shall so request, the Administrative Agent Agent, the Lenders and the U.S. Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or requirement covenant to preserve the original intent thereof in light of such change in U.S. GAAP (subject to or in the approval of the Required Lenders)application of) GAAP; provided that, until so amended, (xi) such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (yii) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement financial covenant made before and after giving effect to such change in U.S. GAAP(or in the application of) GAAP as is reasonably necessary to demonstrate the compliance (or non‑compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) all financial statements shall be prepared, and the Consolidated Leverage Ratio and Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of the Borrower and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (ii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis pro NYDOCS02/1076196.5 65 forma basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Closing Date that would require lease obligations that would be treated as operating leases as of the Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of the Borrower and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness. (iiid) for For purposes of determining compliance on a pro forma basis with any incurrence or expenditure tests the covenants set forth in Sections 8 and/or 9Section 8.13 (where such pro forma compliance is called for in other covenants of Section 8), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) relevant quarter-end calculated values shall be converted into Dollars adjusted on the a pro forma basis as of the exchange rates relevant date on which such other covenant set forth in this Section 8 is tested to reflect any changes since the immediately preceding quarter for which the financial statements have been provided (as shown on Reuters ECB page 37 or, if same does not provide such exchange ratesearlier, on such other basis as is reasonably satisfactory the Closing Date) to the Administrative Agent) as relevant variables used 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 (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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time)calculation. (be) 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) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that (i) if at any time any change in U.S. GAAP is reasonably likely to cause any financial ratio or requirement set forth in any Credit Document to be violated or to impose additional obligations on the BorrowersBorrower, or to prevent any such violation or any such imposition absent such change, and either the U.S. Borrower or the Required Lenders shall so request, the Administrative Agent and the U.S. Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in U.S. GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (x) such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d9.01(e) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (y) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in U.S. GAAP, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 9 and/or 910, 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 exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to 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 (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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time). (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 (x) the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable and (y) Sterling LIBOR, which shall be based on a year of 365 days) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest interest, Commitment Commission or Fees are payable.

Calculations; Computations. (a) The All accounting 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 U.S. GAAP consistently applied throughout the periods involved (conformity with, GAAP, except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that specifically prescribed herein. (ib) if If at any time any change in U.S. GAAP is reasonably likely to cause or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or requirement financial term or definition set forth in any Credit Loan Document to be violated or to impose additional obligations on the Borrowers, or to prevent any such violation or any such imposition absent such change, and either the U.S. Borrower or the Required Lenders shall so request, the Administrative Agent Agent, the Lenders and the U.S. Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or requirement covenant to preserve the original intent thereof in light of such change in U.S. GAAP (subject to or in the approval of the Required Lenders)application of) GAAP; provided that, until so amended, (xi) Excess Cash Flow and such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (yii) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Excess Cash Flow or such ratio or requirement financial covenant made before and after giving effect to such change in U.S. GAAP(or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non-compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery 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 calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the Total Secured Net Leverage Ratio, the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent expressly required pursuant that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the provisions Transactions or any Specified Transaction occurs, the calculation of this Agreementthe Total Net Leverage Ratio, certain calculations 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 Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Closing Date that would require lease obligations that would be treated as operating leases as of the Closing Date to be classified and (iii) accounted for purposes of determining compliance with any incurrence as Capital Lease Obligations or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars otherwise reflected on the basis consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from 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 reasonably satisfactory to the Administrative Agent) as in effect on the date definition of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (Indebtedness 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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time)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) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), ; provided that (i) if at any time any change in U.S. GAAP is reasonably likely to cause would affect the computation of any financial ratio or requirement set forth in any Credit Document to be violated (including, without limitation, as a result of the effect of such change on any definition including accounting terms) used in calculating such ratio or to impose additional obligations on determining compliance with such requirement (the Borrowers, “Accounting Change”) and the Borrower shall so request (or to prevent any such violation or any such imposition absent such change, and either the U.S. Administrative Agent notifies the Borrower or that the Required Lenders shall so request), the Administrative Agent and the U.S. Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in U.S. GAAP (subject to the approval of the Required Lenders); provided ) (provided, however, that, until so amended, (x) such ratio or requirement shall continue to be computed in accordance conformity with U.S. GAAP those accounting principles and policies in effect immediately prior to such change therein Accounting Change); (andii) except as otherwise expressly provided herein, for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the avoidance operations of doubt, if such notice is provided following the last day of Borrower and its Restricted Subsidiaries on a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice consolidated basis shall be deemed to have been received on the last day of such Test Period) and (y) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after without giving effect to such change in U.S. GAAPthe operations of any Unrestricted Subsidiaries, (iiiii) notwithstanding anything to the contrary contained herein, all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof and to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis and (iiiiv) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory all financial statements delivered to the Administrative Agent) as Agent in effect on accordance with the date of such 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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Administrative Agent) as in effect on this Agreement after the date of any new incurrence or expenditures made under any provision of any accounting change set forth in Section 1.02 shall contain a schedule showing the adjustments, if any, necessary to reconcile such Section that regulates the Dollar amount outstanding at any time)financial statements with GAAP as in effect immediately prior to such accounting changes. (b) All computations of interest and 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) The 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 U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Parent to the Lenders), provided that (i) if at any time any change in U.S. GAAP is reasonably likely to cause any financial ratio or requirement set forth in any Credit Document to be violated or to impose additional obligations on the Borrowers, or to prevent any such violation or any such imposition absent such change, and either the U.S. Borrower or the Required Lenders shall so request, the Administrative Agent and the U.S. Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in U.S. GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (xi) such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior notwithstanding anything to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Periodcontrary contained elsewhere herein, such notice all financial covenants contained herein shall be deemed to have been received on the last day of such Test Period) and (y) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after calculated without giving effect to such change in U.S. GAAPany 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 required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis 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 (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to 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 in effect on the date of such incurrence or expenditure under any provision of to equitably reflect any such Section Accounting Change with the desired result that has an aggregate Dollar limitation provided the criteria for therein (evaluating the financial condition of Parent 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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars its Subsidiaries shall be converted into Dollars on 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 of the exchange rates for calculating financial covenant compliance (as shown on Reuters ECB page 37 or, if same does not provide without reflecting such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any timeAccounting 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) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that (i) if at any time any change in U.S. GAAP is reasonably likely to cause any financial ratio or requirement set forth in any Credit Loan Document to be violated or to impose additional obligations on the Borrowers, or to prevent any such violation or any such imposition absent such change, and either the U.S. Borrower or the Required Lenders shall so request, the Administrative Agent and the U.S. Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in U.S. GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (x) such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (y) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in U.S. GAAP, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 (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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time). (b) All computations of interest and 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) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), ; provided that (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 at Holdings or the Borrower notifies the Administrative Agent that Holdings requests an amendment to any time provision hereof to eliminate the effect of any change occurring after the date hereof in U.S. GAAP is reasonably likely to cause any financial ratio or requirement set forth in any Credit Document to be violated or to impose additional obligations the application thereof on the Borrowers, operation of such provision (or to prevent any such violation or any such imposition absent such change, and either if the U.S. Borrower 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 so requesthave 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, (B) unless any such notice delivered pursuant to clause (A) above has been withdrawn, Holdings, the Administrative Agent Borrower and the U.S. Borrower 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 ratio provision with the intent of having the respective positions of Holdings and the Lenders after such change in GAAP or requirement the application thereof conform as nearly to preserve their respective positions as of the original intent thereof in light 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 U.S. GAAP (subject to or in the approval of the Required Lendersapplication thereof); provided that, until so amended, (xC) such ratio or requirement GAAP as applied herein with respect to accounting for leases (including Capitalized Lease Obligations) shall continue 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 computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (y) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made financial statements, information and calculations before and after giving effect to such change in U.S. GAAP, (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 FASB ASC 825 (or any similar accounting principle permitting a Person to value its financial liabilities at the fair value thereof, (iii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis Basis, and (iiiiv) notwithstanding anything to the contrary contained herein, for purposes of determining compliance with any incurrence or expenditure tests calculating all financial ratios and financial terms set forth herein and in Sections 8 and/or 9the other Credit Documents, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) financial results of Unrestricted Subsidiaries shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 (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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time)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) The All accounting 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 U.S. GAAP consistently applied throughout the periods involved (conformity with, GAAP, except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that specifically prescribed herein. (ib) if If at any time any change in U.S. GAAP is reasonably likely to cause or in the application of GAAP would affect the computation of any financial ratio or requirement financial term or definition set forth in any Credit Loan Document to be violated or to impose additional obligations on the Borrowers, or to prevent any such violation or any such imposition absent such change, and either the U.S. Borrower or the Required Lenders shall so request, the Administrative Agent Agent, the Lenders and the U.S. Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or requirement covenant to preserve the original intent thereof in light of such change in U.S. GAAP (subject to or in the approval of the Required Lenders)application of) GAAP; provided that, until so amended, (xi) such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (yii) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement financial covenant made before and after giving effect to such change in U.S. GAAP(or in the application of) GAAP as is reasonably necessary to demonstrate the calculation and compliance (or non compliance) with such ratio. (c) Notwithstanding anything to the contrary contained 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 calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Closing Date that would require lease obligations that would be treated as operating leases as of the Closing Date to be classified and (iii) accounted for purposes of determining compliance with any incurrence as Capital Lease Obligations or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars otherwise reflected on the basis consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from 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 reasonably satisfactory to the Administrative Agent) as in effect on the date definition of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (Indebtedness 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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time)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) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Company to the Lenders; it being understood and agreed that notes may be absent in the interim financial statements). In addition, except as otherwise specifically provided herein, all computations determining compliance with Sections 4.02 and 8, including definitions used therein, and for all purposes of determining Capital Expenditures, the Interest Coverage Ratio and Senior Secured Net Leverage Ratio, shall utilize accounting principles and policies in effect from time to time; provided that, if the Company notifies the Administrative Agent that (i) if at the Company requests an amendment to any time provision hereof to eliminate the effect of any change occurring after the Closing Date in U.S. GAAP is reasonably likely to cause any financial ratio or requirement set forth in any Credit Document the application thereof on the operation of such provision, including without limitation in the event of an accounting change requiring all leases to be violated or to impose additional obligations on the Borrowerscapitalized, or to prevent any such violation or any such imposition absent such change, and either if the U.S. Borrower Administrative Agent notifies the Company that it or the Required Lenders shall so requestrequest an amendment to any provision hereof for such purpose, the Administrative Agent and the U.S. Borrower shall negotiate in good faith to amend regardless of whether any such ratio notice is given before or requirement to preserve the original intent thereof in light of after such change in U.S. GAAP (subject to or in the approval of the Required Lenders); provided thatapplication thereof, until so amended, (x) then such ratio or requirement provision shall be interpreted and continue to be computed on the basis of GAAP as in accordance with U.S. GAAP prior to effect and applied immediately before such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, shall have become effective until such notice shall be deemed to have been received on withdrawn or such provision amended in accordance herewith. Notwithstanding the last day of such Test Period) and (y) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in U.S. GAAPforegoing, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis pro forma basis. In furtherance of the foregoing, at the request of the Company, the Company, the Administrative Agent and the Lenders agree to negotiate in good faith any such amendment addressing the impact of changes in GAAP upon the covenants (iiifinancial or otherwise) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (at no cost to the extent incurred or expended in a currency Company and its Subsidiaries other than Dollars) shall be converted into Dollars on the basis reimbursement 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 reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such ’s cost and expenses contemplated by 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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time11.01(a). (b) All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime 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) The All accounting 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 U.S. GAAP consistently applied throughout the periods involved (conformity with, GAAP, except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that specifically prescribed herein. (ib) if If at any time any change in U.S. GAAP is reasonably likely to cause or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or requirement financial term or definition set forth in any Credit Loan Document to be violated or to impose additional obligations on the Borrowers, or to prevent any such violation or any such imposition absent such change, and either the U.S. Borrower or the Required Lenders shall so request, the Administrative Agent Agent, the Lenders and the U.S. Borrower shall negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio or requirement covenant to preserve the original intent thereof in light of such change in U.S. GAAP (subject to or in the approval of the Required Lenders)application of) GAAP; provided that, until so amended, (xi) Excess Cash Flow and such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (yii) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Excess Cash Flow or such ratio or requirement financial covenant made before and after giving effect to such change in U.S. GAAP(or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non‑compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery of financial statements pursuant to Sections 7.01(a) and (b), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent expressly required pursuant that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the provisions Transactions or any Specified Transaction occurs, the calculation of this Agreementthe Total Net Leverage Ratio, certain calculations 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 Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Closing Date that would require lease obligations that would be treated as operating leases as of the Closing Date to be classified and (iii) accounted for purposes of determining compliance with any incurrence as Capital Lease Obligations or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars otherwise reflected on the basis consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from 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 reasonably satisfactory to the Administrative Agent) as in effect on the date definition of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (Indebtedness 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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time)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) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. 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 or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that (i) if at any time any change in U.S. GAAP is reasonably likely to cause any financial ratio or requirement set forth in any Credit Document to be violated or to impose additional obligations application thereof on the Borrowers, operation of such provision (or to prevent any such violation or any such imposition absent such change, and either if the U.S. Borrower or Administrative Agent notifies the Company that the Required Lenders shall so requestrequest an amendment to any provision hereof for such purpose), the Administrative Agent and the U.S. Borrower shall negotiate in good faith to amend regardless of whether any such ratio notice is given before or requirement to preserve the original intent thereof in light of after such change in U.S. GAAP (subject to or in the approval of the Required Lenders); provided thatapplication thereof, until so amended, (x) then such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice provision shall be deemed to have been received on the last day of such Test Period) and (y) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in U.S. GAAP, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. The Company shall have the exchange rates (as shown on Reuters ECB page 37 orright, if same does not provide such exchange ratesrequired by relevant regulatory authorities, on such other basis to adopt the International Financial Reporting Standards, as is reasonably satisfactory to promulgated by the Administrative Agent) International Accounting Standards Board (or any successor board or agency), as in effect on the date of such incurrence or expenditure under any provision the election, which election shall, for purposes of any such Section that has an aggregate Dollar limitation provided for therein (this Agreement, be treated as a permitted change in GAAP and shall be subject to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollarsthe immediately preceding sentence. Notwithstanding any other provision contained herein, (i) all outstanding amounts originally incurred terms of an accounting or spent in currencies other than Dollars financial nature used herein shall be converted into Dollars on construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect) and (ii) any lease which was (or would have been) classified as an operating lease under the 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 reasonably satisfactory to the Administrative Agent) Company’s accounting treatment thereof in accordance with GAAP as in effect on the date Closing Date shall not constitute a Capital Lease, and the obligations or liabilities thereunder shall not constitute Capitalized Lease Obligations, notwithstanding any changes in GAAP (or the required implementation of any new incurrence previously promulgated changes in GAAP) subsequent to the Closing Date (whether before or expenditures made under any provision after the Second Amendment Effective Date) relating to the treatment of any such Section that regulates the Dollar amount outstanding at any time)a lease as an operating lease or capitalized lease. (b) All computations The calculation of interest and Fees hereunder any financial ratios under this Agreement shall be made on calculated by dividing the basis of a year of 360 days for appropriate component by the actual other component, carrying the result to one place more than the number of days (including the first day but excluding the last day) occurring in the period for places by which such interest ratio is expressed herein and rounding the result up or Fees are payabledown to the nearest number (with a rounding-down if there is no nearest number).

Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP generally accepted accounting principles in the United StatesGAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Company to the Lenders; it being understood and agreed that notes may be absent in the interim financial statements). In addition, except as otherwise specifically provided herein, all computations determining compliance with Sections 4.02 and 8, including definitions used therein, and for all purposes of determining Capital Expenditures, the Interest Coverage Ratio, Net Leverage Ratio and Senior Secured Net Leverage Ratio, shall utilize accounting principles and policies in effect from time to time; provided that, if the Company notifies the Administrative Agent that (i) if at the Company requests an amendment to any time provision hereof to eliminate the effect of any change occurring after the Amendment and Restatement EffectiveClosing Date in U.S. GAAP is reasonably likely to cause any financial ratio or requirement set forth in any Credit Document the application thereof on the operation of such provision (, including without limitation in the event of an accounting change requiring all leases to be violated or to impose additional obligations on the Borrowerscapitalized, or to prevent any such violation or any such imposition absent such change, and either if the U.S. Borrower Administrative Agent notifies the Company that it or the Required Lenders shall so requestrequest an amendment to any provision hereof for such purpose), the Administrative Agent and the U.S. Borrower shall negotiate in good faith to amend regardless of whether any such ratio notice is given before or requirement to preserve the original intent thereof in light of after such change in U.S. GAAP (subject to or in the approval of the Required Lenders); provided thatapplication thereof, until so amended, (x) then such ratio or requirement provision shall be interpreted and continue to be computed on the basis of GAAP as in accordance with U.S. GAAP prior to effect and applied immediately before such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, shall have become effective until such notice shall be deemed to have been received on withdrawn or such provision amended in accordance herewith. Notwithstanding the last day of such Test Period) and (y) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in U.S. GAAPforegoing, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis pro forma basis. In furtherance of the foregoing, at the request of the Company, the Company, the Administrative Agent and the Lenders agree to negotiate in good faith any such amendment addressing the impact of changes in GAAP upon the covenants (iiifinancial or otherwise) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (at no cost to the extent incurred or expended in a currency Company and its Subsidiaries other than Dollars) shall be converted into Dollars on the basis reimbursement 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 reasonably satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such ’s cost and expenses contemplated by 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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time11.01(a). (b) All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime 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) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Aleris to the Lenders), ; provided that (i) if at any time any change in U.S. GAAP is reasonably likely to cause would affect the computation of any financial ratio or requirement set forth in any Credit Document to be violated or to impose additional obligations on the Borrowers, or to prevent any such violation or any such imposition absent such changeDocument, and either the U.S. Borrower Aleris or the Required Lenders shall so request, the Administrative Agent Agent, the Lenders and the U.S. Borrower Aleris shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in U.S. GAAP (subject to the approval of the Administrative Agent or the Required Lenders); provided that, until so amended, (xA) such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (yB) the U.S. Borrower Aleris shall provide to the Administrative Agent and the Lenders financial 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 such change in U.S. GAAP, GAAP and (ii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 (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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time)Basis. (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) The All accounting 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 U.S. GAAP consistently applied throughout the periods involved (conformity with, GAAP, except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower to the Lenders), provided that specifically prescribed herein. (ib) if If at any time any change in U.S. GAAP is reasonably likely to cause or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or requirement financial term or definition set forth in any Credit Loan Document to be violated or to impose additional obligations on and any of Borrower, the Borrowers, or to prevent any such violation or any such imposition absent such change, and either the U.S. Borrower Agents or the Required Lenders shall so request, the Administrative Agent Agents, the Lenders and the U.S. Borrower shall negotiate in good faith to amend (subject to the approval of Borrower or Required Lenders) such ratio or requirement covenant to preserve the original intent thereof in light of such change in U.S. GAAP (subject to or in the approval of the Required Lenders)application of) GAAP; provided that, until so amended, (xi) Excess Cash Flow and such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (yii) the U.S. Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of Excess Cash Flow or such ratio or requirement financial covenant made before and after giving effect to such change in U.S. GAAP(or in the application of) GAAP as is reasonably necessary to demonstrate the calculation of Excess Cash Flow and compliance (or non-compliance) with such ratio. (c) Notwithstanding anything to the contrary contained herein, (i) all financial statements shall be prepared, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Restricted Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity), and (ii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis pro forma basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Closing Date that would require lease obligations that would be treated as operating leases as of the Closing Date to be classified and (iii) accounted for purposes of determining compliance with any incurrence as Capital Lease Obligations or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars otherwise reflected on the basis consolidated balance sheet of Holdings and its Restricted Subsidiaries, such obligations shall continue to be excluded from 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 reasonably satisfactory to the Administrative Agent) as in effect on the date definition of such 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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time)Indebtedness. (bd) All computations of interest and 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) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the U.S. Borrower Aleris to the Lenders), ; provided that (i) if at any time any change in U.S. GAAP is reasonably likely to cause would affect the computation of any financial ratio or requirement set forth in any Credit Document to be violated or to impose additional obligations on the Borrowers, or to prevent any such violation or any such imposition absent such changeDocument, and either the U.S. Borrower Aleris or the Required Lenders shall so request, the Administrative Agent Agent, the Lenders and the U.S. Borrower Aleris shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in U.S. GAAP (subject to the approval of the Administrative Agent or the Required Lenders); provided that, until so amended, (xA) such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubt, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (yB) the U.S. Borrower Aleris shall provide to the Administrative Agent and the Lenders financial 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 such change in U.S. GAAP, GAAP and (ii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 (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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time)Basis. (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) The financial statements to be furnished to the Administrative Agent and the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout as in effect from time to time during the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings or the U.S. Borrower to the LendersAdministrative Agent). Any changes in GAAP after the Closing Date, provided that (i) if at any time any change as applied in U.S. GAAP is reasonably likely to cause any the preparation of such financial ratio or requirement set forth in any Credit Document to be violated or to impose additional obligations on the Borrowersstatements, or changes in the presentation of such financial statements that are mandated or otherwise required by a Governmental Authority, will be incorporated in such calculations, computations and presentation unless Holdings, by written notice to prevent any such violation the Administrative Agent, or any such imposition absent such change, and either the U.S. Borrower Administrative Agent or the Required Lenders Lenders, by written notice to Holdings, objects to the inclusion of such changes in GAAP or presentation, whereupon such changes in GAAP or presentation shall so request, be excluded from calculations and computations hereunder until such time as the Administrative Agent and parties hereto have amended this Agreement to reflect appropriately the U.S. Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light effect of such change in U.S. GAAP (subject to the approval of the Required Lenders); provided thator presentation, until so amended, (x) such ratio or requirement shall continue to be computed in accordance with U.S. GAAP prior to such change therein (and, for the avoidance of doubtin any event, if such notice is provided following the last day of a Test Period but prior to the date the officer’s certificate required pursuant to Section 8.01(d) has been delivered for such Test Period, such notice shall be deemed to have been received on the last day of such Test Period) and (y) the U.S. Borrower Holdings shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in U.S. GAAP, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations GAAP or presentation. Interest and Fees shall be made on a Pro Forma Basis and (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 (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 Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is reasonably 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 that regulates the Dollar amount outstanding at any time). (b) All computations of interest and Fees hereunder shall be made calculated on the basis of a 360-day year of 360 days for the actual number of days (including the first day but excluding the last day) occurring elapsed. Any change in the period for interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such interest change in the Base Rate is announced or Fees are payablesuch change in the Eurocurrency Reserve Requirements becomes effective, as the case may be. Notwithstanding any other provision contained herein, (a) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect including ASU 2015-03, 1 and any other related treatment for debt discounts and premiums, such as original issue discount) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein and (b) for all purposes of this Agreement and the other Credit Documents, including negative covenants, financial covenants and component definitions, GAAP will be deemed to treat operating leases and Capital Leases in a manner consistent with the treatment under GAAP as in effect prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of Accounting Standards Update No. 2016-02.