Common use of Pro Forma Basis Clause in Contracts

Pro Forma Basis. Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Fixed Charge Coverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period)1.09. (b) For purposes of calculating any financial ratio or testthe Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Borrower or any of its Subsidiaries (i) during the applicable Test Period or period and (ii) subsequent to such Test Period period and prior to or simultaneously with the event for which the calculation of any such calculation ratio is being made shall be given calculated on a pro forma effect basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Periodperiod. If since the beginning of any such Test Period applicable period any Person that subsequently became a Restricted Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Parent, Holdings, the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.31.09, then any applicable financial ratio or test the Consolidated Fixed Charge Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.09. (c) Whenever pro forma effect is to be given to a Specified Transaction or the TransactionsTransaction, the pro forma calculations shall be made in good faith by a Responsible Officer (including of the “run-rate” Borrower and include, for the avoidance of doubt, the amount of cost savings and synergies resulting from projected by the Borrower in good faith to be reasonably anticipated to be realizable within 12 months after the closing date of such Specified Transactions Transaction (provided that to the extent any such operational changes are not associated with a transaction, such changes shall be limited to those for which all steps have been or taken for realizing such savings and are expected factually supportable, reasonably identifiable and supported by an officer’s certificate delivered to be the Agent) (calculated on a pro forma basis as though such cost savings and synergies had been realized (“run-rate” means on the full recurring benefit for a first day of such period that is associated with any action taken (including any as if such cost savings expected and synergies were realized during the entirety of such period) relating to result from the elimination of a public target’s compliance costs with public company requirements)such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that with respect any increase in Consolidated EBITDA as a result of cost savings and synergies shall be subject to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% limitations set forth in the definition of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test PeriodEBITDA. (d) If In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness bears a floating rate included in the calculations of interest the Consolidated Fixed Charge Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable period and is being given pro forma effect, (ii) subsequent to the interest on such Indebtedness shall be calculated as if end of the rate in effect on the date of applicable period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Interest Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end extent required, as if the same had occurred on the last day of the applicable Test Period shall not be given pro forma effectperiod.

Pro Forma Basis. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Fixed Charge Coverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. SECTION 1.10; provided, that notwithstanding anything to the contrary in clauses (ab), (c) In or (d) of this SECTION 1.10, when calculating the event Consolidated Fixed Charge Coverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with SECTION 6.15, the events described in this SECTION 1.10 that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) occurred subsequent to the end of the applicable FCCR Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period)effect. (b) For purposes of calculating any financial ratio or testthe Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Borrower or any of its Subsidiaries (i) during the applicable FCCR Test Period or (ii) subsequent to such FCCR Test Period and prior to or simultaneously with the event for which such the calculation of the Consolidated Fixed Charge Coverage Ratio is being made shall be given calculated on a pro forma effect basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable FCCR Test Period. If since the beginning of any such applicable FCCR Test Period any Person that subsequently became a Restricted Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Lead Borrower or any of its Restricted Subsidiaries since the beginning of such FCCR Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3SECTION 1.10, then any applicable financial ratio or test the Consolidated Fixed Charge Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this SECTION 1.10. (c) Whenever pro forma effect is to be given to a Specified Transaction or the TransactionsTransaction, the pro forma calculations shall be made in good faith by a Responsible Officer (including responsible financial or accounting officer of the “run-rate” Lead Borrower and may include, for the avoidance of doubt, the amount of cost savings savings, operating expense reductions and synergies resulting from such Specified Transactions that have been projected by the Lead Borrower in good faith to be realized as a result of specified actions taken, committed to be taken, or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to result from the elimination of a public target’s compliance costs with public company requirements)such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transactionprovided, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (iA) such amounts are projected by reasonably identifiable, quantifiable and factually supportable in the Borrower in good faith judgment of the Lead Borrower, (B) such actions are taken, committed to result from actions be taken within 12 or expected to be taken no later than 24 months after the date of such Specified Transaction, (C) any cost savings, operating expense reductions and synergies that are not actually realized during such period may no longer be added pursuant to this clause (c) after the end of such Test Period in which the fourth full fiscal quarter ending after the date of such Specified Transaction occurred (orTransaction, in the case of the Transactions, the 12 months after the Closing Date) and (iiD) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. Notwithstanding the foregoing, (A) all pro forma adjustments under this clause (c) shall not increase pro forma Consolidated EBITDA by more than 10% for such any FCCR Test PeriodPeriod and (B) no pro forma adjustments under this clause (c) shall be made in respect of the Transactions (the foregoing not being intended to limit the operation of paragraph (a)(vii) of the definition of “Consolidated EBITDA”). (d) In the event that the Lead Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculation of the Consolidated Fixed Charge Coverage Ratio (in each case, other than Indebtedness incurred or repaid under this Agreement in the ordinary course of business for working capital purposes), (i) during the applicable FCCR Test Period or (ii) subsequent to the end of the applicable FCCR Test Period and prior to or simultaneously with the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made, then the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the first day of the applicable FCCR Test Period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements obligations applicable to such Indebtedness). Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Lead Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Lead Borrower or Restricted Subsidiary may designate. (e) Notwithstanding Whenever any provision of this Agreement requires the foregoing, when calculating the Lead Borrower to be in compliance on a Pro Forma Basis (or in Pro Forma Compliance) with a specified Consolidated Interest Fixed Charge Coverage Ratio and Consolidated Leverage Ratio for in connection with any action to be taken the purposes of Section 6.1Lead Borrower hereunder, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent Lead Borrower shall deliver to the end Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the applicable Test Period shall not be given pro forma effectcalculations demonstrating such compliance.

Pro Forma Basis. Notwithstanding anything as to any calculation of the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Interest Coverage Ratio, the Consolidated Senior Secured Leverage Ratio and or the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event ABS Excluded Leverage Ratio or other financial ratio or metric for any events as described below that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) occur subsequent to the end commencement of any relevant measurement period (the Test Period “Reference Period”) for which the financial effect of such financial ratio or test events is being calculated but prior calculated, and giving effect to or simultaneously with the event events for which such calculation is being made, then such financial ratio or test shall be calculated giving calculation as will give pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, events as if such events occurred after giving effect thereto (it being understood and agreed that (x) unless otherwise specified for the same had occurred calculation of any such financial ratio or metric, such Reference Period shall be deemed to be the relevant measurement period for such financial ratio or metric ending on the last day of the applicable Test Period (except most recently ended Fiscal Quarter of Parent for which financial statements available and such pro forma adjustments shall be excluded to the extent already accounted for in the case calculation of the Consolidated Interest Coverage Ratio EBITDA for such period and (or similar ratio), as y) if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the a Borrower or any Subsidiary of its Subsidiaries since the beginning of such Test Period Parent shall have made experienced any Specified Transaction that would have required adjustment event requiring adjustments pursuant to this Section 1.3definition, then any applicable financial ratio or test such calculation shall be calculated giving give pro forma effect thereto for such period as if such Specified Transaction event occurred at the beginning of the applicable Test Period. such period): (ci) Whenever in making any determination of EBITDA, pro forma effect is to shall be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination Asset Disposition of a public target’s compliance costs with public company requirements)Subsidiary of Parent or line of business, net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified TransactionAcquisition, such cost savings any discontinued operation or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments operational change in respect of such cost savings or synergies) for such period); provided each case that (i) such amounts are projected by occurred during the Borrower in good faith to result from actions taken within 12 months after the end of such Test Reference Period in which such Specified Transaction occurred (or, in the case of determinations made with respect to any action the Transactionstaking of which hereunder is subject to compliance on a Pro Forma Basis or otherwise with any ratio (any such action, a “Restricted Action”) occurring during the 12 months after Reference Period or thereafter and through and including the Closing Datedate of such determination) and (ii) no amounts in making any determination on a Pro Forma Basis, (x) all Debt (including Debt incurred or assumed and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Debt incurred for working capital purposes) incurred or permanently repaid, returned, redeemed or extinguished during the Reference Period (or, in the case of determinations made with respect to any Restricted Action, occurring during the Reference Period or thereafter and through and including the date of such determination) shall be added pursuant deemed to this clause have been incurred or repaid, returned, redeemed or extinguished at the beginning of such period (c) to the extent duplicative it being understood that for purposes of any amounts that are otherwise added back calculation of any ratio and or financial metric, the use of proceeds of any such Debt shall be taken into account in computing Consolidated EBITDA such calculation) and (y) Interest Expense of such Person attributable to (A) interest on any Debt, for such Test Period. (d) If any Indebtedness bears a floating rate of interest and which pro forma effect is being given as provided in the preceding clause (x), bearing floating interest rates shall be computed on a pro forma effect, basis utilizing the interest on rate which is or would be in effect with respect to such Indebtedness shall be calculated Debt as at the relevant date of determination as if the such rate had been actually in effect on during the date of the event period for which the calculation of the Consolidated Interest Coverage Ratio pro forma effect is made had been the applicable rate for the entire period (being given taking into account any interest hedging arrangements applicable to such Indebtedness). Interest Debt, (B) any Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a Senior Officer of Parent or Borrower Agent to be the rate of interest implicit in such Capital Lease in accordance with GAAP and (C) interest on Indebtedness any Debt that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower Parent or any Subsidiary may designate. . Pro forma calculations made pursuant to the definition of the term “Pro Forma Basis” shall be determined in good faith by a Senior Officer of Parent or Borrower Agent and, for any fiscal period ending on or prior to the date that is 12 months following the date of any such Acquisition, Asset Disposition, discontinued operation or operational change, may include adjustments to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from such Acquisition, Asset Disposition, discontinued operation or operational change and for purposes of determining compliance with the such adjustments may reflect additional operating expense reductions and other additional operating improvements and synergies that (ex) Notwithstanding would be includable in pro forma financial statements prepared in accordance with Regulation S-X and (y) such other adjustments not includable in Regulation S-X under the foregoing, when calculating Securities Act for which substantially all of the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio steps necessary for the purposes of Section 6.1realization thereof have been taken or are reasonably anticipated by Borrower to be taken in the next 12-month period following the consummation thereof and, are estimated on a good faith basis by Parent or Borrower Agent (this clause (y), the events described in Sections 1.3(b“Capped Synergies”); provided, however that the aggregate amount of any such adjustments pursuant to clause (cy) shall not exceed (together with the aggregate add backs to EBITDA pursuant to clause (f) and clause (dm) above that occurred subsequent of the definition of EBITDA with respect to the end applicable period) 20% of the applicable Test Period shall not be given pro forma effectEBITDA of Parent and its Subsidiaries for any such period (prior to giving effect to any such add backs).

Pro Forma Basis. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Fixed Charge Coverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period)1.09. (b) For purposes of calculating any financial ratio or testthe Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Borrower or any of its Subsidiaries (i) during the applicable Test Period or period and (ii) subsequent to such Test Period period and prior to or simultaneously with the event for which the calculation of any such calculation ratio is being made shall be given calculated on a pro forma effect basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Periodperiod. If since the beginning of any such Test Period applicable period any Person that subsequently became a Restricted Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into Holdings, the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.31.09, then any applicable financial ratio or test the Consolidated Fixed Charge Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.09. (c) Whenever pro forma effect is to be given to a Specified Transaction or the TransactionsTransaction, the pro forma calculations shall be made in good faith by a Responsible Officer (including of the “run-rate” Borrower and include, for the avoidance of doubt, the amount of cost savings and synergies resulting from projected by the Borrower in good faith to be reasonably anticipated to be realizable within 12 months after the closing date of such Specified Transactions Transaction (provided that to the extent any such operational changes are not associated with a transaction, such changes shall be limited to those for which all steps have been or taken for realizing such savings and are expected factually supportable, reasonably identifiable and supported by an officer’s certificate delivered to be the Agent) (calculated on a pro forma basis as though such cost savings and synergies had been realized (“run-rate” means on the full recurring benefit for a first day of such period that is associated with any action taken (including any as if such cost savings expected and synergies were realized during the entirety of such period) relating to result from the elimination of a public target’s compliance costs with public company requirements)such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that with respect any increase in Consolidated EBITDA as a result of cost savings and synergies shall be subject to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% limitations set forth in the definition of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test PeriodEBITDA. (d) If In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness bears a floating rate included in the calculations of interest the Consolidated Fixed Charge Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable period and is being given pro forma effect, (ii) subsequent to the interest on such Indebtedness shall be calculated as if end of the rate in effect on the date of applicable period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Interest Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end extent required, as if the same had occurred on the last day of the applicable Test Period shall not be given pro forma effectperiod.

Pro Forma Basis. (i) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Fixed Charge Coverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.31.09. (a) In the event that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (bii) For purposes of calculating any financial ratio or testthe Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Borrower or any of its Subsidiaries (i) during the applicable Test Period or period and (ii) subsequent to such Test Period period and prior to or simultaneously with the event for which the calculation of any such calculation ratio is being made shall be given calculated on a pro forma effect basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Periodperiod. If since the beginning of any such Test Period applicable period any Person that subsequently became a Restricted Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into Holdings, the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.31.09, then any applicable financial ratio or test the Consolidated Fixed Charge Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.09. (ciii) Whenever pro forma effect is to be given to a Specified Transaction or the TransactionsTransaction, the pro forma calculations shall be made in good faith by a Responsible Officer (including of the “run-rate” Borrower and include, for the avoidance of doubt, the amount of cost savings and synergies resulting from projected by the Borrower in good faith to be reasonably anticipated to be realizable within 12 months after the closing date of such Specified Transactions Transaction (provided that to the extent any such operational changes are not associated with a transaction, such changes shall be limited to those for which all steps have been or taken for realizing such savings and are expected factually supportable, reasonably identifiable and supported by an officer’s certificate delivered to be the Agent) (calculated on a pro forma basis as though such cost savings and synergies had been realized (“run-rate” means on the full recurring benefit for a first day of such period that is associated with any action taken (including any as if such cost savings expected and synergies were realized during the entirety of such period) relating to result from the elimination of a public target’s compliance costs with public company requirements)such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that with respect any increase in Consolidated EBITDA as a result of cost savings and synergies shall be subject to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% limitations set forth in the definition of Consolidated EBITDA EBITDA. (after giving effect to such Transaction iv) In the event that the Borrower or Specified Transactionany Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, but prior to giving effect to such adjustments repayment, retirement or extinguishment) any Indebtedness included in respect the calculations of such cost savings the Consolidated Fixed Charge Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or synergies) repaid under any revolving credit facility in the ordinary course of business for such periodworking capital purposes); provided that , (i) such amounts are projected by during the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) applicable period and (ii) no amounts shall be added pursuant to this clause (c) subsequent to the extent duplicative end of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest the applicable period and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Interest Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end extent required, as if the same had occurred on the last day of the applicable Test Period shall not be given pro forma effectperiod.

Pro Forma Basis. Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency an interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (tests, including the Consolidated Leverage Total Indebtedness Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.31.03. (b) For purposes of calculating any financial ratio or test or basket that is based on a percentage of Consolidated Adjusted EBITDA or Consolidated Adjusted Ratio Debt EBITDA, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.03(d)) that have been made during the applicable Four Quarter Period, and, if applicable, subsequent to such Four Quarter Period and prior to or substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA, Consolidated Adjusted Ratio Debt EBITDA, consolidated total assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Four Quarter Period (or, in the case of the determination of consolidated total assets, the last day of the applicable Four Quarter Period). If since the beginning of any applicable Four Quarter Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Company or any of its Subsidiaries since the beginning of such Four Quarter Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.03, then such financial ratio or test (or the calculation of consolidated total assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.03. (c) For purposes of clause (a)(ii)(B) of the definition of Consolidated Adjusted Ratio Debt EBITDA, whenever pro forma effect is to be given to the Transactions, a Specified Transaction, the implementation of an operational initiative or operational change, the pro forma calculations (i) shall be made in good faith by an Officer of the Company and (ii) may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating expense improvements and cost synergies resulting from, or relating to, such initiative or change, such Transaction or such Specified Transaction projected by the Company in good faith to be realizable as a result of actions taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating improvements and cost synergies were realized during the entirety of such period and such that “run-rate” means the full recurring projected benefit for a period that is associated with any action taken or expected to be taken (including any savings or other benefits expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions), and any such adjustments shall be included in the initial pro forma calculation of such financial ratios or tests or basket that is based on a percentage of Consolidated Adjusted EBITDA relating to such initiative or change (or, with respect to the Transactions, within eighteen (18) months after the consummation of the Transactions), such Transaction or such Specified Transaction (and in respect of any subsequent pro forma calculation in which such initiative or change, such Transaction or such Specified Transaction is given pro forma effect) and during any applicable subsequent Four Quarter Period in which the effects thereof are expected to be realizable, relating to such initiative or change, such Transaction or such Specified Transaction; provided that (x) a duly completed certificate signed by an Officer of the Company shall be delivered to the Trustee, certifying that such cost savings, operating expense reductions, other operating improvements and/or cost synergies are readily identifiable, factually supportable and have been determined in good faith by the Company to be reasonably anticipated to be realizable in the good faith judgment of the Company, within eighteen (18) months after the consummation of such initiative or change (or, with respect to the Transactions, within eighteen (18) months after the consummation of the Transactions), such Transaction or such Specified Transaction, which is expected to result in such cost savings, operating expense reductions, other operating improvements or cost synergies and (y) no cost savings, operating expense reductions, other operating improvements or cost synergies shall be added pursuant to clause (ii) above to the extent duplicative of any expenses or charges otherwise added to Consolidated Adjusted Ratio Debt EBITDA (or any component thereof), whether through a pro forma adjustment or otherwise, for such period; provided, further, that all amounts added back to Consolidated Adjusted Ratio Debt EBITDA pursuant to clause (ii) above, together with (i) all amounts added to Consolidated Adjusted EBITDA pursuant to clauses (a)(vi) and (a)(vii) of such definition (and all amounts excluded from thereof) and (ii) all amounts added to Consolidated Ratio Debt EBITDA pursuant to clause (a) of such definition and (iii) all amounts excluded from Consolidated Net Income pursuant to clause (a)(ii) thereof shall not exceed, in the aggregate, 25% of Consolidated Adjusted Ratio Debt EBITDA (determined after giving effect to all such amounts that would be added back pursuant to the foregoing). (d) In the event that the Borrower Company or any of its Subsidiaries incursSubsidiary incurs (including by assumption or guarantees) or repays (including by redemption, assumesrepayment, guarantees, redeems, repays, repurchases, retires retirement or extinguishes extinguishment) any Indebtedness included in the calculations of any financial ratio or test, (other than Indebtedness incurred i) during the applicable Four Quarter Period or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced(ii) subsequent to the end of the Test applicable Four Quarter Period for which such financial ratio or test is being calculated but and prior to or simultaneously with the event for which the calculation of any such calculation ratio is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement incurrence or extinguishment repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Four Quarter Period). (be) For In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of calculating this Indenture which requires the calculation of any financial ratio or test, Specified Transactions that have been made including the Consolidated Total Indebtedness Ratio; (ii) testing availability under baskets set forth in this Indenture (including baskets measured as a percentage of Consolidated Adjusted EBITDA); or (iii) determining compliance with Defaults or Events of Default; in each case, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into or irrevocable notice is given in respect of such transaction (or such later date as specified by the Borrower or any of its Subsidiaries during Company from time to time) (the applicable “LCT Test Period or subsequent to such Test Period Date”), and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was mergedif, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated after giving pro forma effect thereto for such period to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if such Specified Transaction they had occurred at the beginning of the most recent Four Quarter Period ending prior to the LCT Test Date, the Company or its any of its Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with for all purposes; provided that if financial statements for one or more subsequent fiscal periods or monthly financials are available, the Company may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements in which case such date or redetermination shall thereafter be deemed to be the applicable date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Company has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Period. Date would have failed to have been satisfied as a result of fluctuations in any such ratio, test or basket (cincluding due to fluctuations of the target of any Limited Condition Transaction), including due to fluctuations in Consolidated Adjusted EBITDA, Consolidated Adjusted Ratio Debt EBITDA or consolidated total assets, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations. If the Company has made an LCT Election for any Limited Condition Transaction, then in connection with any event or transaction occurring after the relevant LCT Test Date and prior to the earlier of (i) Whenever the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a pro forma basis or giving pro forma effect is to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Indenture, any such ratio, test or basket shall be required to be given to satisfied on a Specified Transaction or the Transactions, the pro forma calculations shall be made basis assuming such Limited Condition Transaction and other transactions in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that connection therewith have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actionsconsummated; provided that that, solely with respect to the Transactions any such ratio, test or basket calculated with respect to a Restricted Payment or payment on account of Indebtedness under any Specified TransactionSubordinated Indebtedness, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable such ratio, test or basket shall also be required to such Indebtedness). Interest be satisfied on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given non-pro forma effectbasis until such time as such Subsequent Transaction is actually consummated.

Pro Forma Basis. (a) Notwithstanding anything to the contrary contained herein, financial all ratios and tests (including the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio), tests and baskets, and compliance with covenants determined by reference to Consolidated Interest Coverage Ratio) pursuant to this Agreement Adjusted EBITDA or TTM Consolidated EBITDA, shall be calculated in the manner prescribed by this Section 1.3. 1.4; provided that, notwithstanding anything to the contrary in this Section 1.4, when calculating (ai) In the event First Lien Net Leverage Ratio for purposes of determining the “Applicable Margin” and (ii) the Total Net Leverage Ratio for the purposes of determining actual compliance with the financial covenant under Section 7.10 (as opposed to compliance on a Pro Forma Basis for purposes of another provision), the events described in this Section 1.4 that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) occurred subsequent to the end of the Test applicable Measurement Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall not be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period)given Pro Forma Effect. (b) For purposes of calculating any financial ratio the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio, Consolidated Adjusted EBITDA or testTTM Consolidated EBITDA, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Borrower or any of its Subsidiaries (i) during the applicable Test Measurement Period or (ii) subsequent to such Test Measurement Period and prior to or simultaneously with the event for which the calculation of any such calculation ratio is being made shall be given pro forma effect calculated on a Pro Forma Basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated Adjusted EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Measurement Period. If since the beginning of any such Test applicable Measurement Period any Person that subsequently became a Restricted Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Measurement Period shall have made consummated any Specified Transaction that would have required adjustment pursuant to this Section 1.31.4, then any applicable financial ratio the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, Consolidated Adjusted EBITDA or test TTM Consolidated EBITDA, as applicable, shall be calculated giving pro forma effect to give Pro Forma Effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.4. (c) Whenever pro forma effect Pro Forma Effect is to be given to a Specified Transaction or the TransactionsTransaction, the pro forma calculations shall be made in good faith by a Responsible Officer responsible financial or accounting officer of the Borrower or Holdings and may include, at the Borrower’s or Holding’s option, for the avoidance of doubt, (including x) the amount of pro forma “run-run rate” cost savings savings, operating expense reductions, operational improvements and synergies resulting from related to such Specified Transactions Transaction (including expected revenue enhancements) that are reasonably identifiable and projected by the Borrower or Holdings in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or initiated or are expected to be taken (in the good faith determination of the Borrower or Holdings) within the first 18 months after such Specified Transaction and reasonably anticipated (in the good faith determination of the Borrower or Holdings) to be realized during such period (calculated (i) on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of the applicable Measurement Period and as if such cost savings, operating expense reductions, operational improvements and synergies were realized during the entirety of such Measurement Period and (ii) such that “run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected such actions or steps) relating to result from the elimination of a public target’s compliance costs with public company requirements)such Specified Transaction, net of the amount of actual benefits realized during such period Measurement Period from such actions; provided that with respect actions or steps, (y) any pro forma adjustments reflected (in reasonable detail) by any due diligence quality of earnings report conducted by a “big four” accounting firm, FTI Consulting, Inc. or another third-party financial advisor reasonably acceptable to the Transactions Administrative Agent and retained by Holdings or to any Specified Transactionof its Subsidiaries, such cost savings and (z) any pro forma adjustments determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended, as interpreted by the staff of the SEC (or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such periodsuccessor agency); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added back in computing Consolidated Adjusted EBITDA pursuant to this clause (cSection 1.4(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such Measurement Period; provided, that, the aggregate amount of all addbacks pursuant to this Section 1.4(c)(x), together with the adjustments set forth in clause (f) of the definition of Consolidated Adjusted EBITDA for shall not exceed, in the aggregate, 15% of Consolidated Adjusted EBITDA (calculated prior to giving effect to such Test Periodaddbacks and adjustments). (d) If In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement, defeasance, discharge or extinguishment) any Indebtedness bears a floating rate included in the calculations of interest and is being given pro forma effectthe First Lien Net Leverage Ratio, the interest on Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Measurement Period or (ii) subsequent to such Indebtedness shall be calculated as if the rate in effect on the date of Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such ratio or test shall be calculated giving Pro Forma Effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, in each case, to the Consolidated Interest Coverage Ratio is made extent required, as if the same had been occurred on the last day of the applicable Measurement Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate for reasonably determined by a responsible financial or accounting officer of the entire period (taking into account any Borrower or Holdings to be the rate of interest hedging arrangements applicable to implicit in such Indebtedness)Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Fixed Charge Coverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period)1.10. (b) For purposes of calculating any financial ratio or testthe Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Borrower or any of its Subsidiaries (i) during the applicable Test Period or period and (ii) subsequent to such Test Period period and prior to or simultaneously with the event for which the calculation of any such calculation ratio is being made shall be given calculated on a pro forma effect basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Periodperiod. If since the beginning of any such Test Period applicable period any Person that subsequently became a Restricted Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower Parent or any of its Restricted Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.31.10, then any applicable financial ratio or test the Consolidated Fixed Charge Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.10. (c) Whenever pro forma effect is to be given to a Specified Transaction or the TransactionsTransaction, the pro forma calculations shall be made in good faith by a Responsible Officer (including of the “run-rate” Borrower and include, for the avoidance of doubt, the amount of cost savings and synergies resulting from projected by the Borrowers in good faith to be reasonably anticipated to be realizable within 12 months after the closing date of such Specified Transactions Transaction (provided that to the extent any such operational changes are not associated with a transaction, such changes shall be limited to those for which all steps have been or taken for realizing such savings and are expected factually supportable, reasonably identifiable and supported by an officer’s certificate delivered to be the Agent) (calculated on a pro forma basis as though such cost savings and synergies had been realized (“run-rate” means on the full recurring benefit for a first day of such period that is associated with any action taken (including any as if such cost savings expected and synergies were realized during the entirety of such period) relating to result from the elimination of a public target’s compliance costs with public company requirements)such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that with respect any increase in Consolidated EBITDA as a result of cost savings and synergies shall be subject to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% limitations set forth in the definition of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test PeriodEBITDA. (d) If In the event that a Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness bears a floating rate included in the calculations of interest the Consolidated Fixed Charge Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable period and is being given pro forma effect, (ii) subsequent to the interest on such Indebtedness shall be calculated as if end of the rate in effect on the date of applicable period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Interest Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end extent required, as if the same had occurred on the last day of the applicable Test Period shall not be given pro forma effectperiod.

Pro Forma Basis. Notwithstanding anything to in connection with any calculation of compliance with any financial covenant or financial term under this Agreement, (a) such compliance with the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Fixed Charge Coverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in giving effect to any acquisition, investment or other pro forma event as if such transaction (and all other such transactions consummated or made since the manner prescribed first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended) happened on the first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended, including (i) the incurrence of any Indebtedness by this Section 1.3. (a) In the event that the Borrower any Loan Party or any of its their Restricted Subsidiaries incursin connection with any such transaction, assumes(ii) any repayment or redemption of other Indebtedness of any Loan Party or any of their Restricted Subsidiaries in connection with any such transaction and (iii) the making of any Distribution by any Loan Party or any of their Restricted Subsidiaries in connection with any such transaction, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replacedb) subsequent to the end determinations of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test EBITDA shall be calculated made giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if any acquisition consummated since the same had occurred on the last first (1st) day of the applicable Fixed Charge Coverage Ratio Test Period most recently ended, with such EBITDA to be determined as if such acquisition was consummated on the first (except 1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended, and (c) maintenance of Availability shall be calculated giving effect to such transaction, including (i) any disposition of Collateral in any such transaction and (ii) the acquisition of any additional Collateral in any such transaction which is approved by Agent for inclusion in the calculation of the Canadian Borrowing Base or the U.S./European Borrowing Base, to the extent applicable. In calculating interest expense on Indebtedness incurred under clause (a) (i) of the immediately preceding sentence, such Indebtedness shall be deemed to have borne interest (a) in the case of fixed rate Indebtedness, at the Consolidated Interest Coverage Ratio (rate applicable thereto or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effectIndebtedness, at the interest on rates which were or would have been applicable thereto during the period when such Indebtedness shall was or was deemed to be outstanding, in each case as reasonably calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designateby Loan Party Agent. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Fixed Charge Coverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. SECTION 1.10; provided, that notwithstanding anything to the contrary in clauses (ab), (c) In or (d) of this SECTION 1.10, when calculating the event Consolidated Fixed Charge Coverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with SECTION 6.15, the events described in this SECTION 1.10 that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) occurred subsequent to the end of the applicable FCCR Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period)effect. (b) For purposes of calculating any financial ratio or testthe Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Borrower or any of its Subsidiaries (i) during the applicable FCCR Test Period or (ii) subsequent to such FCCR Test Period and prior to or simultaneously with the event for which such the calculation of the Consolidated Fixed Charge Coverage Ratio is being made shall be given calculated on a pro forma effect basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable FCCR Test Period. If since the beginning of any such applicable FCCR Test Period any Person that subsequently became a Restricted Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Lead Borrower or any of its Restricted Subsidiaries since the beginning of such FCCR Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3SECTION 1.10, then any applicable financial ratio or test the Consolidated Fixed Charge Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this SECTION 1.10. (c) Whenever pro forma effect is to be given to a Specified Transaction or the TransactionsTransaction, the pro forma calculations shall be made in good faith by a Responsible Officer (including responsible financial or accounting officer of the “run-rate” Lead Borrower and may include, for the avoidance of doubt, the amount of cost savings savings, operating expense reductions and synergies resulting from such Specified Transactions that have been projected by the Lead Borrower in good faith to be realized as a result of specified actions taken, committed to be taken, or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to result from the elimination of a public target’s compliance costs with public company requirements)such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transactionprovided, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (iA) such amounts are projected by reasonably identifiable, quantifiable and factually supportable in the Borrower in good faith judgment of the Lead Borrower, (B) such actions are taken, committed to result from actions be taken within 12 or expected to be taken no later than 24 months after the date of such Specified Transaction, (C) any cost savings, operating expense reductions and synergies that are not actually realized during such period may no longer be added pursuant to this clause (c) after the end of such Test Period in which the fourth full [fiscal quarter]Fiscal Quarter ending after the date of such Specified Transaction occurred (orTransaction, in the case of the Transactions, the 12 months after the Closing Date) and (iiD) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. Notwithstanding the foregoing, (A) all pro forma adjustments under this clause (c) shall not increase pro forma Consolidated EBITDA by more than 10% for such any FCCR Test PeriodPeriod and (B) no pro forma adjustments under this clause (c) shall be made in respect of the Transactions (the foregoing not being intended to limit the operation of paragraph (a)(vii) of the definition of “Consolidated EBITDA”). (d) In the event that the Lead Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculation of the Consolidated Fixed Charge Coverage Ratio (in each case, other than Indebtedness incurred or repaid under this Agreement in the ordinary course of business for working capital purposes), (i) during the applicable FCCR Test Period or (ii) subsequent to the end of the applicable FCCR Test Period and prior to or simultaneously with the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made, then the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the first day of the applicable FCCR Test Period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements obligations applicable to such Indebtedness). Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Lead Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Lead Borrower or Restricted Subsidiary may designate. (e) Notwithstanding Whenever any provision of this Agreement requires the foregoing, when calculating the Lead Borrower to be in compliance on a Pro Forma Basis (or in Pro Forma Compliance) with a specified Consolidated Interest Fixed Charge Coverage Ratio and Consolidated Leverage Ratio for in connection with any action to be taken the purposes of Section 6.1Lead Borrower hereunder, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent Lead Borrower shall deliver to the end Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the applicable Test Period shall not be given pro forma effectcalculations demonstrating such compliance.

Pro Forma Basis. (a) Notwithstanding anything to the contrary contained herein, financial all ratios and tests (including the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio), tests and baskets, and compliance with covenants determined by reference to Consolidated Interest Coverage Ratio) pursuant to this Agreement Adjusted EBITDA or TTM Consolidated EBITDA, shall be calculated in the manner prescribed by this Section 1.3. 1.4; provided that, notwithstanding anything to the contrary in this Section 1.4, when calculating (ai) In the event First Lien Net Leverage Ratio for purposes of determining the “Applicable Margin” and (ii) the Total Net Leverage Ratio for the purposes of determining actual compliance with the financial covenant under Section 7.10 (as opposed to compliance on a Pro Forma Basis for purposes of another provision), the events described in this Section 1.4 that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) occurred subsequent to the end of the Test applicable Measurement Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall not be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period)given Pro Forma Effect. (b) For purposes of calculating any financial ratio the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio, Consolidated Adjusted EBITDA or testTTM Consolidated EBITDA, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Borrower or any of its Subsidiaries (i) during the applicable Test Measurement Period or (ii) subsequent to such Test Measurement Period and prior to or simultaneously with the event for which the calculation of any such calculation ratio is being made shall be given pro forma effect calculated on a Pro Forma Basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated Adjusted EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Measurement Period. If since the beginning of any such Test applicable Measurement Period any Person that subsequently became a Restricted Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Measurement Period shall have made consummated any Specified Transaction that would have required adjustment pursuant to this Section 1.31.4, then any applicable financial ratio the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, Consolidated Adjusted EBITDA or test TTM Consolidated EBITDA, as applicable, shall be calculated giving pro forma effect to give Pro Forma Effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.4. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Fixed Charge Coverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. 1.07; provided, that notwithstanding anything to the contrary in clauses (ab), (c) In or (d) of this Section 1.07, when calculating the event Consolidated Fixed Charge Coverage Ratio, and for purposes of determining actual DB1/ 118785215.8 compliance (and not compliance on a Pro Forma Basis) with Section 6.15, the events described in this Section 1.07 that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) occurred subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period)shall not be given pro forma effect. (b) For purposes of calculating any financial ratio or testthe Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Borrower or any of its Subsidiaries (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which such the calculation of the Consolidated Fixed Charge Coverage Ratio is being made shall be given calculated on a pro forma effect basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower Borrowers or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.31.07, then any applicable financial ratio or test the Consolidated Fixed Charge Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.07. (c) Whenever pro forma effect is to be given to a Specified Transaction or the TransactionsTransaction, the pro forma calculations shall be made in good faith by a Responsible Officer (including responsible financial or accounting officer of the “run-rate” Borrowers and may include, for the avoidance of doubt, the amount of cost savings savings, operating expense reductions and synergies resulting from such Specified Transactions that have been projected by the Borrowers in good faith to be realized as a result of specified actions taken, committed to be taken, or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to result from the elimination of a public target’s compliance costs with public company requirements)such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transactionprovided, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (iA) such amounts are projected by reasonably identifiable, quantifiable and factually supportable in the Borrower in good faith judgment of the Borrowers, (B) such actions are taken, committed to result from actions be taken within 12 or expected to be taken no later than twelve (12) months after the date of such Specified Transaction, (C) any cost savings, operating expense reductions and synergies that are not actually realized during such period may no longer be added pursuant to this clause (c) after the end of such Test Period in which the fourth full Fiscal Quarter ending after the date of such Specified Transaction occurred (orTransaction, in the case of the Transactions, the 12 months after the Closing Date) and (iiD) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. Notwithstanding the foregoing, (A) all pro forma adjustments under this clause (c) shall not increase pro forma Consolidated EBITDA by more than 20% for such any Test PeriodPeriod and (B) no pro forma adjustments under this clause (c) shall be made in respect of the Transactions (the foregoing not being intended to limit the operation of paragraph (a)(vii) of the definition of “Consolidated EBITDA”). (d) In the event that the Borrowers or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculation of the Consolidated Fixed Charge Coverage Ratio (in each case, other than Indebtedness incurred or repaid under this Agreement in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the DB1/ 118785215.8 calculation of the Consolidated Fixed Charge Coverage Ratio is made, then the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the first day of the applicable Test Period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements obligations applicable to such Indebtedness). Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrowers to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower Borrowers or Subsidiary may designate. (e) Notwithstanding Whenever any provision of this Agreement requires the foregoing, when calculating the Borrowers to be in compliance on a Pro Forma Basis (or in Pro Forma Compliance) with a specified Consolidated Interest Fixed Charge Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1in connection with any action to be taken, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent Borrowers hereunder shall deliver to the end Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the applicable Test Period shall not be given pro forma effectcalculations demonstrating such compliance.

Pro Forma Basis. Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency Eurocurrencyan interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. Notwithstanding anything and "Pro Forma Effect" mean, with respect to compliance with any test hereunder for an applicable period of measurement, that all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test: (i) income statement items (whether positive or negative) attributable to the contrary contained hereinproperty or Person subject to such Specified Transaction (excluding Taxes, financial ratios and tests solely, for purposes of determining clause (including iv) of the definition of "Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Fixed Charge Coverage Ratio) pursuant to this Agreement shall be calculated " in the manner prescribed by this Section 1.3. Nexstar Credit Agreement) (aA) In in the event that case of a Disposition of all or substantially all Equity Interests in any Subsidiary of the Borrower or any division used for operations of the Borrower or any of its Subsidiaries incursSubsidiaries, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrenceexcluded, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period and (except B) in the case of a Permitted Acquisition or Investment described in the Consolidated Interest Coverage Ratio definition of "Specified Transaction," shall be included, (ii) any retirement of Indebtedness, and (iii) any Indebtedness incurred or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made assumed by the Borrower or any of its Restricted Subsidiaries during in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable Test Period period for purposes of this definition determined by utilizing the rate which is or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall would be given pro forma in effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to such Indebtedness as at the Transactions or relevant date of determination; provided that, the foregoing pro forma adjustments may be applied to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% test solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA (after giving and give effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergiesevents (including operating expense reductions) for such period); provided that are (i) such amounts are projected as determined by the Borrower in good faith faith) (1) directly attributable to result from actions taken within 12 months after such transaction, (2) expected to have a continuing impact on the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) Borrower and its Restricted Subsidiaries and (ii3) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Periodfactually supportable. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency an interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. Notwithstanding anything to in connection with any calculation of compliance with any financial covenant or financial term under this Agreement, (a) such compliance with the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Fixed Charge Coverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in giving effect to any Specified Transaction as if such Specified Transaction (and all other Specified Transactions consummated or made since the manner prescribed first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended) happened on the first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended, including (i) the incurrence of any Debt by this Section 1.3. (a) In the event that the Borrower any Loan Party or any of its their Subsidiaries incursin connection with any such Specified Transaction, assumes(ii) any repayment or redemption of other Debt of any Loan Party or any of their Subsidiaries in connection with any such Specified Transaction and (iii) the making of any Distribution by any Loan Party or any of their Subsidiaries in connection with any such Specified Transaction, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replacedb) subsequent to the end determinations of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test EBITDA shall be calculated made giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if any Acquisition consummated since the same had occurred on the last first (1st) day of the applicable Fixed Charge Coverage Ratio Test Period most recently ended, with such EBITDA to be determined as if such Acquisition was consummated on the first (except 1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended, and (c) maintenance of Availability shall be calculated giving effect to such Specified Transaction, including (i) any disposition of Collateral in any such Specified Transaction and (ii) the acquisition of any additional Collateral in any such Specified Transaction which is approved by Agent for inclusion in the calculation of the Canadian Borrowing Base or the U.S. Borrowing Base, to the extent applicable. In calculating interest expense on Debt incurred under clause (a) (i) of the immediately preceding sentence, such Debt shall be deemed to have borne interest (a) in the case of fixed rate Debt, at the Consolidated Interest Coverage Ratio (rate applicable thereto or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effectDebt, at the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for rates which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime were or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to would have been based upon applicable thereto during the rate actually chosenperiod when such Debt was or was deemed to be outstanding, or if none, then based upon such optional rate chosen in each case as the Borrower may designatereasonably calculated by Loan Party Agent. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. Notwithstanding anything to in connection with any calculation of compliance with any financial covenant or financial term under this Agreement, (a) such compliance with the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Fixed Charge Coverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in giving effect to any acquisition, investment or other pro forma event as if such transaction (and all other such transactions consummated or made since the manner prescribed first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended) happened on the first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended, including (i) the incurrence of any Indebtedness by this Section 1.3. (a) In the event that the Borrower any Loan Party or any of its their Restricted Subsidiaries incursin connection with any such transaction, assumes(ii) any repayment or redemption of other Indebtedness of any Loan Party or any of their Restricted Subsidiaries in connection with any such transaction and (iii) the making of any Distribution by any Loan Party or any of their Restricted Subsidiaries in connection with any such transaction, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replacedb) subsequent to the end determinations of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test EBITDA shall be calculated made giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if any acquisition consummated since the same had occurred on the last first (1st) day of the applicable Fixed Charge Coverage Ratio Test Period most recently ended, with such EBITDA to be determined as if such acquisition was consummated on the first (except 1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended, and (c) maintenance of Availability shall be calculated giving effect to such transaction, including (i) any disposition of Collateral in any such transaction and (ii) the acquisition of any additional Collateral in any such transaction which is approved by Agent for inclusion in the calculation of the Canadian Borrowing Base or the U.S. Borrowing Base, to the extent applicable. In calculating interest expense on Indebtedness incurred under clause (a) (i) of the immediately preceding sentence, such Indebtedness shall be deemed to have borne interest (a) in the case of fixed rate Indebtedness, at the Consolidated Interest Coverage Ratio (rate applicable thereto or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effectIndebtedness, at the interest on rates which were or would have been applicable thereto during the period when such Indebtedness shall was or was deemed to be outstanding, in each case as reasonably calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designateby Loan Party Agent. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. Notwithstanding anything to In connection with any proposed Acquisition, the contrary contained herein, financial ratios covenants described in ss. 9.3(i) hereof and tests the Obligor Group Requirement shall be calculated by BGI and its Subsidiaries (including the Consolidated Leverage Ratiobusiness, business division or Person to be acquired as though such business, business division or Person were a Subsidiary of BGI) with reference to the audited historical financial results, if available, or if not available, such other management reports or estimates as approved by the Syndication Agent, of such business, business division or Person and BGI and its Subsidiaries for the applicable Reference Period after giving effect on a pro forma basis to such Acquisition with the adjustments described in (a) and (b) below; and, following an Acquisition, the Consolidated Senior Secured Leverage Ratio covenants set forth in ss. 10 and the Consolidated Interest Coverage Ratio) pursuant to this Agreement Obligor Group Requirement shall be calculated for the fiscal quarter in which such Acquisition occurred and each of the manner prescribed three fiscal quarters immediately following such Acquisition with reference to the audited historical financial results, if available, or such other management reports as approved by this Section 1.3.the Syndication Agent of the business, business division or Person so acquired and BGI and its Subsidiaries for the applicable Reference Period after giving effect on a pro forma basis to such Acquisition with the adjustments described in (a) and (b) below: (a) In the event that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any all Indebtedness (whether under this Credit Agreement or otherwise) and any other than balance sheet adjustments incurred, made or assumed in connection with the Acquisition shall be deemed to have been incurred, made or assumed on the first day of the Reference Period, and all Indebtedness of the Person acquired or to be acquired in such Acquisition or which is attributable to the business or business division acquired or to be acquired which was or will have been repaid in connection with the consummation of the Acquisition shall be deemed to have been repaid on the first day of the Reference Period; and (b) all Indebtedness deemed to have been incurred pursuant to the preceding clause (a) shall be deemed to have borne interest at (i) if the Indebtedness incurred in connection with such Acquisition is under this Credit Agreement or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replacedbears interest at a floating rate, the arithmetic mean of (A) subsequent to the end Eurocurrency Rate for Eurocurrency Rate Loans having an Interest Period of one month in effect on the first day of the Test Reference Period and (B) the Eurocurrency Rate for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma Eurocurrency Rate Loans having an Interest Period of one month in effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Reference Period plus (except in y) the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that Applicable Margin with respect to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA Eurocurrency Rate Loans then in effect (after giving effect to such Transaction the Acquisition on a pro forma basis) or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate Indebtedness incurred, made or assumed in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any connection with such Acquisition bears interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar fixed rate, a Eurocurrency interbank offered such fixed rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. Notwithstanding anything As to the contrary contained hereinany Person, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event for any events as described below that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) occur subsequent to the end commencement of the Test Period a period for which the financial effect of such financial ratio or test events is being calculated but prior calculated, and giving effect to or simultaneously with the event events for which such calculation is being made, then such financial ratio or test shall be calculated giving calculation as will give pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, events as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had such events occurred on the first day of the applicable Test four (4) consecutive fiscal quarter period being tested or, as applicable, the fiscal quarter period being tested (in each such case, the “Reference Period). ”): (ba) For purposes of calculating in making any financial ratio or testdetermination on a Pro Forma Basis, Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made (x) effect shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transaction, including any change in Consolidated EBITDA relating thereto and any operating improvements or restructurings of the business of Parent Borrower or any of the Subsidiaries that are expected to have a continuing impact and are supportable, which adjustments the Parent Borrower determines are reasonable and are supportable as set forth in a certificate signed by an Authorized Officer of the Parent Borrower, in each case, that occurred during the Reference Period; (y) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated, whether incurred under the Loan Documents or otherwise) issued, incurred, assumed or permanently repaid during the Reference Period shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such cost savings period and (z) interest expense of such Person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in preceding clause (y), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods; and (b) notwithstanding anything to the contrary in this definition or synergies in any classification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the asset sale, transfer, disposition or lease thereof has been entered into as discontinued operations, no Pro Forma Effect shall be given to the classification thereof as discontinued operations (and the Consolidated EBITDA attributable to any such Person, business, assets or operations shall not be excluded for any period purposes hereunder) until such asset sale, transfer, disposition or lease shall have been consummated; provided that, at the election of the Parent Borrower, any adjustments to Consolidated EBITDA pursuant to clauses (a)(x) and (b) above shall not exceed 10% of Consolidated EBITDA (after giving effect be required to be included for any Specified Transaction to the extent the aggregate consideration paid in connection with such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, is less than $5,000,000 in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of aggregate for all such transactions in any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Periodfiscal year. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event that the Borrower Holdings or any of its Subsidiaries Subsidiary incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless or other incurrence of Indebtedness for working capital purposes pursuant to working capital facilities unless, in each case, such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end commencement of the Test Period period for which such financial ratio the Consolidated Fixed Charge Coverage Ratio, Consolidated Leverage Ratio or test the Secured Leverage Ratio is being calculated but prior to or simultaneously with the event for which such the calculation of the Consolidated Fixed Charge Coverage Ratio, Consolidated Leverage Ratio or the Secured Leverage Ratio is being mademade (the “Calculation Date”), then such financial ratio the Consolidated Fixed Charge Coverage Ratio, Consolidated Leverage Ratio or test the Secured Leverage Ratio, as the case may be, shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, Indebtedness as if the same had occurred on at the last day beginning of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) period. For purposes of calculating any financial ratio or testmaking computations herein, Specified Transactions Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made (or committed to be made pursuant to a definitive agreement) by the Borrower Holdings or any of its Subsidiaries during the applicable Test Period reference period or subsequent to such Test Period reference period and on or prior to or simultaneously with the event for which such calculation is being made Calculation Date shall be given calculated on a pro forma effect basis assuming that all such Specified Transactions Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change in any associated Indebtedness and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Periodreference period. If since the beginning of any such Test Period period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated merged with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction Investment, acquisition, disposition, merger, consolidation or discontinued operation that would have required adjustment pursuant to this Section 1.3definition, then any applicable financial ratio or test the Consolidated Leverage Ratio and the Secured Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction Investment, acquisition, disposition, merger, consolidation or discontinued operation had occurred at the beginning of the applicable Test Period. (c) Whenever period. For purposes of this Section 1.05, whenever pro forma effect is to be given to a Specified Transaction or the Transactionstransaction, the pro forma calculations shall be made in good faith by a Responsible Officer (including responsible financial or accounting officer of Holdings or the “runBorrower and may include, without duplication, cost savings, operating expense reductions, restructuring charges and expenses and cost-rate” cost savings and saving synergies resulting from such Specified Transactions that have been Investment, acquisition, disposition, merger, consolidation or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken discontinued operation (including any savings expected the Transactions) or other transaction, in each case calculated in the manner described in, and not to result from the elimination of a public target’s compliance costs with public company requirements), net of exceed the amount of actual benefits realized during such period from such actions; provided that with respect to set forth in clause (i)(l) of, the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% definition of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) EBITDA. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the applicable calculation date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements Hedging Obligations applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the second paragraph of this Section 1.05. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency eurocurrency interbank offered rate, or other rate, shall be determined deemed to have been based upon the rate actually chosen, or or, if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, (i) Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test PeriodPeriod and (ii) to the extent permitted by Section 1.3(c), “run-rate” cost savings and synergies that have been or are expected to be realized during the 12 months after the Closing Date shall be given pro forma effect. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effectformaeffect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event theevent for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable theapplicable rate for the entire period (taking into account any interest hedging arrangements applicable to applicableto such Indebtedness). Interest on Indebtedness that may optionally be determined bedetermined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered interbankoffered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if noneifnone, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating (i) the Consolidated Leverage Ratio for the purposes of Section 2.10(c) and (ii) the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (dand(d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. Notwithstanding anything with respect to the contrary contained hereinany financial calculation or compliance with any covenant or test hereunder, financial ratios and tests (including the Consolidated Leverage Ratioperforming such calculation or compliance with such covenant or test, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event as applicable, for any events as described below that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) occur subsequent to the end commencement of any period of four consecutive Fiscal Quarters (the Test Period “Reference Period”) for which the financial effect of such financial ratio or test events is being calculated but prior (or compliance being tested), and giving effect to or simultaneously with the event events for which such calculation (or compliance test) is being made, then such financial ratio calculation (or test shall be calculated giving compliance test) as will give pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, events as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had such events occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Reference Period or subsequent to in the case of Total Assets, after giving effect thereto (it being understood and agreed that (x) unless otherwise specified, such Test Reference Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and deemed to be the change in Consolidated EBITDA resulting therefrom) had occurred four consecutive Fiscal Quarters ending on the first last day of the applicable Test Period. If since most recently ended fiscal quarter of Holdings and its Subsidiaries for which financial statements are available and such pro forma adjustments shall be excluded to the beginning extent already accounted for in the calculation of any EBITDA for such Test Period period and (y) if any Person that subsequently became a Restricted Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Lead Borrower or the Canadian Borrower, as applicable, or any of its Subsidiaries since the beginning of such Test Period Restricted Subsidiary thereof shall have made experienced any Specified Transaction that would have required adjustment event requiring adjustments pursuant to this Section 1.3definition, then any applicable financial ratio or test such calculation shall be calculated giving give pro forma effect thereto for such period as if such Specified Transaction event occurred at the beginning of the applicable Test Period. such period): (ci) Whenever in making any determination of EBITDA, pro forma effect is to shall be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination Asset Disposition of a public target’s compliance costs with public company requirements)Restricted Subsidiary, net manufacturing facility or line of business, to any asset acquisition, any discontinued operation or any operational change and any Subsidiary redesignation in each case that occurred during the amount Reference Period (and, in the case of actual benefits realized during such period from such actions; provided that determinations made with respect to any action the Transactions taking of which hereunder is subject to compliance on a Pro Forma Basis or to otherwise as specified in the definitions of Fixed Charges and Payment Condition (any Specified Transactionsuch action, a “Restricted Action”) occurring during the Reference Period or thereafter and through and including the date of such cost savings determination) and (ii) in making any determination on a Pro Forma Basis, (x) all Debt (including Debt incurred or synergies assumed and for any period shall not exceed 10% of Consolidated EBITDA (after giving which the financial effect to such Transaction is being calculated, whether incurred under this Agreement or Specified Transactionotherwise, but prior to giving effect to such adjustments excluding normal fluctuations in respect of such cost savings revolving Debt) incurred or synergies) for such period); provided that (i) such amounts are projected by permanently repaid, returned, redeemed or extinguished during the Borrower in good faith to result from actions taken within 12 months after the end of such Test Reference Period in which such Specified Transaction occurred (or, in the case of determinations made with respect to any Restricted Action, occurring during the TransactionsReference Period or thereafter and through and including the date of such determination) shall be deemed to have been incurred or repaid, returned, redeemed or extinguished at the 12 months after the Closing Date) beginning of such period and (iiy) no amounts shall be added pursuant interest expense of such Person attributable to this clause (cA) to the extent duplicative of interest on any amounts that are otherwise added back in computing Consolidated EBITDA Debt, for such Test Period. (d) If any Indebtedness bears a floating rate of interest and which pro forma effect is being given as provided in the preceding clause (x), bearing floating interest rates shall be computed on a pro forma effect, basis utilizing the interest on rate which is or would be in effect with respect to such Indebtedness shall be calculated Debt as at the relevant date of determination as if the such rate had been actually in effect on during the date of the event period for which the calculation of the Consolidated Interest Coverage Ratio pro forma effect is made had been the applicable rate for the entire period (being given taking into account any interest hedging arrangements Hedging Agreements applicable to such Indebtedness). Interest Debt, (B) any Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Senior Officer of the Lead Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP and (C) interest on Indebtedness any Debt that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Lead Borrower or a Restricted Subsidiary thereof may designate. . Pro forma calculations or determinations made pursuant to the definition of “Pro Forma Basis” shall be determined in good faith by a Senior Officer of the Lead Borrower and, for any fiscal period ending on or prior to the last day of the four full consecutive Fiscal Quarters ended after the occurrence of any such event described above, may include (ea) Notwithstanding adjustments of the foregoing, when calculating nature used in connection with the calculation of “Adjusted EBITDA” as set forth in note (1) to “Summary – Summary Historical and Unaudited Pro Forma Condensed Consolidated Interest Coverage Ratio Financial and Consolidated Leverage Ratio for Other Data” in the purposes of Section 6.1, offering memorandum in connection with the events described Existing Secured Notes Debt; (b) adjustments calculated in Sections 1.3(b), accordance with Regulation S-X under the Exchange Act and (c) and adjustments to give effect to any Pro Forma Cost Savings in an amount pursuant to this clause (dc) above that occurred subsequent not to the end exceed 30% of EBITDA for the applicable Test Reference Period shall not be given pro forma effectbefore giving effect to such Pro Forma Cost Savings.

Pro Forma Basis. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Fixed Charge Coverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. 1.07; provided, that notwithstanding anything to the contrary in clauses (ab), (c) In or (d) of this Section 1.07, when calculating the event Consolidated Fixed Charge Coverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.15, the events described in this Section 1.07 that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) occurred subsequent to the end of the applicable FCCR Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period)effect. (b) For purposes of calculating any financial ratio or testthe Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Borrower or any of its Subsidiaries (i) during the applicable FCCR Test Period or (ii) subsequent to such FCCR Test Period and prior to or simultaneously with the event for which such the calculation of the Consolidated Fixed Charge Coverage Ratio is being made shall be given calculated on a pro forma effect basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable FCCR Test Period. If since the beginning of any such applicable FCCR Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower Borrowers or any of its Subsidiaries since the beginning of such FCCR Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.31.07, then any applicable financial ratio or test the Consolidated Fixed Charge Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.07. (c) Whenever pro forma effect is to be given to a Specified Transaction or the TransactionsTransaction, the pro forma calculations shall be made in good faith by a Responsible Officer (including responsible financial or accounting officer of the “run-rate” Borrowers and may include, for the avoidance of doubt, the amount of cost savings savings, operating expense reductions and synergies resulting from such Specified Transactions that have been projected by the Borrowers in good faith to be realized as a result of specified actions taken, committed to be taken, or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to result from the elimination of a public target’s compliance costs with public company requirements)such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transactionprovided, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (iA) such amounts are projected by reasonably identifiable, quantifiable and factually supportable in the Borrower in good faith judgment of the Borrowers, (B) such actions are taken, committed to result from actions be taken within 12 or expected to be taken no later than twelve (12) months after the date of such Specified Transaction, (C) any cost savings, operating expense reductions and synergies that are not actually realized during such period may no longer be added pursuant to this clause (c) after the end of such Test Period in which the fourth full fiscal quarter ending after the date of such Specified Transaction occurred (orTransaction, in the case of the Transactions, the 12 months after the Closing Date) and (iiD) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. Notwithstanding the foregoing, (A) all pro forma adjustments under this clause (c) shall not increase pro forma Consolidated EBITDA by more than 10% for such any FCCR Test PeriodPeriod and (B) no pro forma adjustments under this clause (c) shall be made in respect of the Transactions (the foregoing not being intended to limit the operation of paragraph (a)(vii) of the definition of “Consolidated EBITDA”). (d) In the event that the Borrowers or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculation of the Consolidated Fixed Charge Coverage Ratio (in each case, other than Indebtedness incurred or repaid under this Agreement in the ordinary course of business for working capital purposes), (i) during the applicable FCCR Test Period or (ii) subsequent to the end of the applicable FCCR Test Period and prior to or simultaneously with the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made, then the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the first day of the applicable FCCR Test Period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements obligations applicable to such Indebtedness). Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrowers to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower Borrowers or Subsidiary may designate. (e) Notwithstanding Whenever any provision of this Agreement requires the foregoing, when calculating the Borrowers to be in compliance on a Pro Forma Basis (or in Pro Forma Compliance) with a specified Consolidated Interest Fixed Charge Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1in connection with any action to be taken, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent Borrowers hereunder shall deliver to the end Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the applicable Test Period shall not be given pro forma effectcalculations demonstrating such compliance.

Pro Forma Basis. (a) Notwithstanding anything to the contrary contained herein, financial all ratios and tests (including the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio), tests and baskets, and compliance with covenants determined by reference to Consolidated Interest Coverage Ratio) pursuant to this Agreement Adjusted EBITDA or TTM Consolidated EBITDA, shall be calculated in the manner prescribed by this Section 1.3. 1.4; provided that, notwithstanding anything to the contrary in this Section 1.4, when calculating (ai) In the event First Lien Net Leverage Ratio for purposes of determining the “Applicable Margin” and (ii) the Total Net Leverage Ratio for the purposes of determining actual compliance with the financial covenant under Section 7.10 (as opposed to compliance on a Pro Forma Basis for purposes of another provision), the events described in this Section 1.4 that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) occurred subsequent to the end of the Test applicable Measurement Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall not be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period)given Pro Forma Effect. (b) For purposes of calculating any financial ratio the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio, Consolidated Adjusted EBITDA or testTTM Consolidated EBITDA, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Borrower or any of its Subsidiaries (i) during the applicable Test Measurement Period or (ii) subsequent to such Test Measurement Period and prior to or simultaneously with the event for which the calculation of any such calculation ratio is being made shall be given pro forma effect calculated on a Pro Forma Basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated Adjusted EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Measurement Period. If since the beginning of any such Test applicable Measurement Period any Person that subsequently became a Restricted Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Measurement Period shall have made consummated any Specified Transaction that would have required adjustment pursuant to this Section 1.31.4, then any applicable financial ratio the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, Consolidated Adjusted EBITDA or test TTM Consolidated EBITDA, as applicable, shall be calculated giving pro forma effect to give Pro Forma Effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.4. (c) Whenever pro forma effect Pro Forma Effect is to be given to a Specified Transaction or the TransactionsTransaction, the pro forma calculations shall be made in good faith by a Responsible Officer responsible financial or accounting officer of the Borrower or Holdings and may include, at the Borrower’s or Holding’s option, for the avoidance of doubt, (including x) the amount of pro forma “run-run rate” cost savings savings, operating expense reductions, operational improvements and synergies resulting from related to such Specified Transactions Transaction (including expected revenue enhancements) that are reasonably identifiable and projected by the Borrower or Holdings in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or initiated or are expected to be taken (in the good faith determination of the Borrower or Holdings) within the first 18 months after such Specified Transaction and reasonably anticipated (in the good faith determination of the Borrower or Holdings) to be realized during such period (calculated (i) on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of the applicable Measurement Period and as if such cost savings, operating expense reductions, operational improvements and synergies were realized during the entirety of such Measurement Period and (ii) such that “run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected such actions or steps) relating to result from the elimination of a public target’s compliance costs with public company requirements)such Specified Transaction, net of the amount of actual benefits realized during such period Measurement Period from such actions; provided that with respect actions or steps, (y) any pro forma adjustments reflected (in reasonable detail) by any due diligence quality of earnings report conducted by a “big four” accounting firm, FTI Consulting, Inc. or another third-party financial advisor reasonably acceptable to the Transactions Administrative Agent and retained by Holdings or to any Specified Transactionof its Subsidiaries, such cost savings and (z) any pro forma adjustments determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended, as interpreted by the staff of the SEC (or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such periodsuccessor agency); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added back in computing Consolidated Adjusted EBITDA pursuant to this clause (cSection 1.4(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such Measurement Period; provided, that, the aggregate amount of all addbacks pursuant to this Section 1.4(c)(x), together with the adjustments set forth in clause (f) of the definition of Consolidated Adjusted EBITDA for shall not exceed, in the aggregate, 25% of Consolidated Adjusted EBITDA (calculated prior to giving effect to such Test Periodaddbacks and adjustments). (d) If In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement, defeasance, discharge or extinguishment) any Indebtedness bears a floating rate included in the calculations of interest and is being given pro forma effectthe First Lien Net Leverage Ratio, the interest on Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Measurement Period or (ii) subsequent to such Indebtedness shall be calculated as if the rate in effect on the date of Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such ratio or test shall be calculated giving Pro Forma Effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, in each case, to the Consolidated Interest Coverage Ratio is made extent required, as if the same had been occurred on the last day of the applicable Measurement Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate for reasonably determined by a responsible financial or accounting officer of the entire period (taking into account any Borrower or Holdings to be the rate of interest hedging arrangements applicable to implicit in such Indebtedness)Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, (i) Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test PeriodPeriod and (ii) to the extent permitted by Section 1.3(c), “run-rate” cost savings and synergies that have been or are expected to be realized during the 12 months after the Closing Date shall be given pro forma effect. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating (i) the Consolidated Leverage Ratio for the purposes of Section 2.10(c) and (ii) the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Basis. Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Fixed Charge Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.31.2(g). (ai) In the event that the Borrower or any of its Subsidiaries Loan Party incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness Debt (other than Indebtedness Debt incurred or repaid under any revolving credit facility unless such Indebtedness Debt has been permanently repaid and has not been replaced) during the applicable Test Period or subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio)Debt, as if the same had occurred on the first day of the applicable Test Period). (bii) For purposes of calculating any financial ratio or test, (i) Specified Transactions and Transactions that have been made by the Borrower or any of its Subsidiaries Loan Party during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions and Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test PeriodPeriod and (ii) to the extent permitted by the definition of “EBITDA”, “run-rate” cost savings and synergies that have been or are expected to be realized during the 18-month period following the consummation of such transactions shall be given pro forma effect. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or Loan Party was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries other Loan Party since the beginning of such Test Period shall have made any Specified Transaction or Transactions that would have required adjustment pursuant to this Section 1.3Section, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction or Transactions occurred at the beginning of the applicable Test Period. (ciii) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by the chief financial officer or the chief operating officer of a Responsible Officer Borrower (including the “run-rate” cost savings and synergies resulting from such Specified Transactions or Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions); provided that with respect to the Transactions or to any Specified Transaction, such cost savings or synergies pro forma adjustments for any period shall not exceed 10% of Consolidated EBITDA (after giving effect be subject to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, applicable limitations set forth in the case definition of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period“EBITDA”. (div) If any Indebtedness Debt bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness Debt shall be calculated as if the rate in effect on the date of the event for which the applicable calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements Hedge Agreement applicable to such IndebtednessDebt). Interest on Indebtedness Debt that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the a Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.