Common use of Pro Forma Calculations Clause in Contracts

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j)), the First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j1.02(i)), the Consolidated Cash Interest Expense, Consolidated Interest Expense, the Consolidated First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Fixed Charge Coverage Ratio Ratio, Consolidated EBITDA, Consolidated Net Income, Four Quarter Consolidated EBITDA, Consolidated Total Assets and Consolidated Net Tangible Assets shall be calculated (including including, in each case, for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than (including, with respect to any proposed Investment or acquisition pursuant to Rule 2.7 of The City Code on Takeovers and Mergers (or a similar arrangement) for which committed financing is obtained or is sought to be obtained, the date of relevant determination or calculation may be made with respect to an event occurring or intended to occur subsequent to such calculationfour-quarter period); provided that notwithstanding the foregoing, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, financial ratios and tests, including the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated Net Tangible Assets EBITDA or Total Assets, shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during in the applicable four quarter period to which such calculation relatesmanner prescribed by this Section 1.10; provided that, and/or subsequent notwithstanding anything to the end contrary in clauses (b), (d), (e), (f) or (g) of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoingthis Section 1.10, (A) when calculating the First Lien Net Leverage Ratio any such ratio or test for purposes of (i) determining the applicable percentage definition of Excess Cash Flow for purposes of Section 2.05(b), “Applicable Margin,” (ii) the definition of “Applicable Rate, ECF Percentage” and (iii) Section 7.11 (other than for the Applicable Commitment Fee and (iv) purpose of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with Section 7.11), the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.10 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectpro forma effect and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. For In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Lead Borrower are available (as determined in good faith by the Lead Borrower) (it being understood that for purposes of determining pro forma compliance with Section 7.11, if no Test Period with an applicable level cited in Section 7.11 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.11 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any provision financial ratio or test for purposes of this Agreement which requires (i) the definition of “Applicable Margin,” (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.11 (other than for the purpose of determining Pro Forma Compliance with Section 7.11), each of which shall be based on the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:relevant Test Period.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Consolidated Leverage Ratio, the Total Net Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets EBITDA shall be calculated (including for purposes of Sections 2.14 and 2.15) made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period Measurement Period to which such calculation relates, and/or subsequent to the end of such four-quarter period Measurement Period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Net Consolidated Leverage Ratio, the Consolidated Fixed Charge Coverage Ratio and/or Consolidated EBITDA for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant7.11, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period Measurement Period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June September 30, 20142015, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Consolidated Leverage Ratio, minimum Consolidated Fixed Charge Coverage Ratio and/or minimum Consolidated EBITDA, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.016.01(a) or (b), or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Consolidated Leverage Ratio, minimum Consolidated Fixed Charge Coverage Ratio and/or minimum Consolidated EBITDA, as applicable, permitted for the fiscal quarter ending June September 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:2015.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 compliance with Section 7.7 and 2.15determining the Applicable Margin) and the Consolidated Fixed Charge Coverage Ratio, in each case, shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Consolidated Total Net Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio, in each case, for purposes of determining (i) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b)7.7, and/or (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial CovenantMargin, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.7, (xA) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30December 31, 20142021, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Total Net Leverage Ratio and/or the minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01LTM Period, or (yB) in the case of any such compliance required prior to the delivery referred to in clause (xA) above, such Pro Forma Compliance shall be determined by reference to (x) the most recent financial statements of the Borrower that are available (to the extent reasonably acceptable to the Administrative Agent, it being understood and agreed that the financial statements of the Borrower filed with or furnished to the Securities and Exchange Commission and publicly available are deemed to be reasonably acceptable by the Administrative Agent) or the most recent financial statements delivered pursuant to Section 6.1(a), as applicable, and (y) the maximum First Lien Consolidated Total Net Leverage Ratio and/or the minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter ending June 30December 31, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:2021.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period Measurement Period to which such calculation relates, and/or subsequent to the end of such four-quarter period Measurement Period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Net Consolidated Total Leverage Ratio and/or the Consolidated Fixed Charge Coverage Ratio for purposes of (ix) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b)7.11, or (iiy) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenantin each case, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period Measurement Period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.11, (x) in the case of any such compliance required after prior to delivery of financial statements for the fiscal quarter ending on November 26, 2016, (i) such Pro Forma Compliance shall be determined by reference to the maximum Consolidated Total Leverage Ratio and/or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter ending November 26, 2016, and (ii) notwithstanding anything to the contrary in this Agreement (e.g. references in the definition of “Measurement Period” to the most recently completed four (4) fiscal quarters of RCI for which RCI was required to deliver financial statements pursuant to Section 6.01(a) or about June 30, 2014Section 6.01(b)), such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Interim Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:Statements.

Pro Forma Calculations. Notwithstanding anything to the contrary herein contained herein, all calculations of the Consolidated Leverage Ratio (subject to Section 1.02(j)including for purposes of determining the Applicable Rate), the First Lien Net Leverage Ratio, the Total Consolidated Net Leverage Ratio and the Fixed Charge Consolidated Interest Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-four quarter period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (iy) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b), 8.11 and/or (iiz) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 8.11 (or satisfaction of a required ratio by reference to any financial covenant set forth in Section 8.11), (x) in the case of any such compliance required (or satisfaction) determined after delivery of financial statements for the fiscal quarter ending on or about June September 30, 2014, such Pro Forma Compliance (or satisfaction) shall be determined by reference to the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.017.01(a) or (b), or (y) in the case of any such compliance required (or satisfaction) determined prior to the delivery referred to in clause (x) above, such Pro Forma Compliance (or satisfaction) shall be determined by reference to the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter ending June September 30, 2014. With respect Notwithstanding anything to the contrary herein, for purposes of calculating the Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio and the Consolidated Interest Coverage Ratio at any provision time prior to the first delivery of this Agreement (other than the provisions of financial statements pursuant to Section 6.02(a7.01(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant(b), such compliance or Pro Forma Compliance calculation shall be required regardless determined based on the pro forma consolidated financial statements of whether the Lux Borrower is otherwise required Parent and its Subsidiaries delivered to comply with such covenant under the terms of Administrative Agent prior to the Closing Date (and posted on SyndTrak for the Lenders) and thereafter, based on the most recent financial statements delivered pursuant to Section 7.08 at such time. For purposes of making any computation referred to above:7.01(a) or (b).

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j1.02(i)), the Consolidated Cash Interest Expense, Consolidated EBITDA, Consolidated First Lien Net Leverage Ratio, the Consolidated Interest Coverage Ratio, Consolidated Interest Expense, Consolidated Net Income, Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Assets, Consolidated Total Net Leverage Ratio and Ratio, Four Quarter Consolidated EBITDA, Fixed Charges and/or Pro Forma Cost Savings of the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets Borrower shall be calculated (including including, in each case, for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than (including, with respect to any proposed Investment or acquisition pursuant to Rule 2.7 of The City Code on Takeovers and Mergers (or a similar arrangement) for which committed financing is obtained or is sought to be obtained, the date of relevant determination or calculation may be made with respect to an event occurring or intended to occur subsequent to such calculationfour-quarter period); provided that notwithstanding the foregoing, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iiiii) the Applicable Commitment Fee and (iviii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For Notwithstanding anything to the contrary contained herein, for purposes of determining compliance calculating any leverage ratio herein in connection with the incurrence of any provision Indebtedness or the issuance of any Disqualified Stock or Preferred Stock there shall be no netting of the cash proceeds proposed to be received in connection with the incurrence of such Indebtedness or the issuance of any Disqualified Stock or Preferred Stock. Notwithstanding anything in this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum contrary, in calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio permitted for and/or Consolidated Total Net Leverage Ratio, the fiscal quarter most recently Borrower shall treat any revolving facility then ended for which financial statements have been delivered being established (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case amount of any increase thereof) as fully drawn and, if such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio permitted for the fiscal quarter ending June 30and/or Consolidated Total Net Leverage Ratio, 2014. With as applicable, is satisfied with respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 thereto at such time. For purposes , any subsequent borrowing or other incurrence thereunder, not in excess of making any computation referred the aggregate amount attributable to above:such revolving facility and included in such calculation, shall not be deemed as an incurrence of additional Indebtedness at such subsequent time.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j1.02(i)), the Consolidated Cash Interest Expense, Consolidated EBITDA, Consolidated First Lien Net Leverage Ratio, the Consolidated Interest Coverage Ratio, Consolidated Interest Expense, Consolidated Net Income, Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Assets, Consolidated Total Net Leverage Ratio and Ratio, Four Quarter Consolidated EBITDA, Fixed Charges and/or Pro Forma Cost Savings of the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets Parent Borrower shall be calculated (including including, in each case, for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than (including, with respect to any proposed Investment or acquisition pursuant to Rule 2.7 of The City Code on Takeovers and Mergers (or a similar arrangement) for which committed financing is obtained or is sought to be obtained, the date of relevant determination or calculation may be made with respect to an event occurring or intended to occur subsequent to such calculationfour-quarter period); provided that notwithstanding the foregoing, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iiiii) the Applicable Commitment Fee and (iviii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For Notwithstanding anything to the contrary contained herein, for purposes of determining compliance calculating any leverage ratio herein in connection with the incurrence of any provision Indebtedness or the issuance of any Disqualified Stock or Preferred Stock there shall be no netting of the cash proceeds proposed to be received in connection with the incurrence of such Indebtedness or the issuance of any Disqualified Stock or Preferred Stock. Notwithstanding anything in this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum contrary, in calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio permitted for and/or Consolidated Total Net Leverage Ratio, the fiscal quarter most recently Parent Borrower shall treat any revolving facility then ended for which financial statements have been delivered being established (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case amount of any increase thereof) as fully drawn and, if such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio permitted for the fiscal quarter ending June 30and/or Consolidated Total Net Leverage Ratio, 2014. With as applicable, is satisfied with respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 thereto at such time. For purposes , any subsequent borrowing or other incurrence thereunder, not in excess of making any computation referred the aggregate amount attributable to above:such revolving facility and included in such calculation, shall not be deemed as an incurrence of additional Indebtedness at such subsequent time.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein herein, financial ratios and tests, including the Total Leverage Ratio, the Secured Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (subject to Section 1.02(j)b), (c) or (d) of this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to Ratio, each Specified Transaction occurring during the applicable four quarter period to which such calculation relatesas applicable, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage definition of “Applicable ECF Percentage of Excess Cash Flow for purposes of Section 2.05(b), Flow” and (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basiswhether the Payment Condition has been satisfied) with Section 7.11, the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.09 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectpro forma effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio, the Total Leverage Ratio permitted and the Consolidated Fixed Charge Coverage Ratio for purposes of the definition of “Applicable ECF Percentage of Excess Cash Flow” and determining actual compliance with Section 7.11 (and not for the fiscal quarter most recently then ended for purpose of determining whether the Payment Condition has been satisfied), each of which shall be based on the financial statements have been delivered (or were required pursuant to have been deliveredSection 6.01(a) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) aboveb), such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted as applicable, for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:relevant Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, financial ratios and tests, including the First Lien Consolidated Total Net Leverage Ratio, the Total Consolidated Secured Net Leverage Ratio and the Fixed Charge Coverage Consolidated Senior Secured Net Leverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during in the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculationmanner prescribed by this Section 1.11; provided that notwithstanding anything to the foregoingcontrary in this Section 1.11, when calculating the First Lien Consolidated Total Net Leverage Ratio for purposes of (i) determining the applicable percentage definition of Excess Cash Flow for purposes of Section 2.05(b), “Applicable ECF Percentage,” (ii) the definition of “Applicable RateAsset Sale Percentage”, and (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, in each case, the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.11 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectpro forma effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the fiscal quarter most recently then ended Test Period for which financial statements have been delivered of the Parent are available (or were required to have been delivered) as determined in accordance with Section 6.01good faith by the Lead Borrower); provided that, or (y) in the case provisions of any such compliance required prior to this sentence shall not apply for purposes of calculating the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Senior Secured Net Leverage Ratio permitted for purposes of the fiscal quarter ending June 30definition of “Applicable ECF Percentage”, 2014. With respect to any provision the definition of this Agreement “Applicable Asset Sale Percentage”, or determining actual compliance with Section 7.11 (other than for the provisions purpose of determining pro forma compliance with Section 6.02(a7.11), each of which shall be based on the financial statements delivered pursuant to Sections 6.01(a) or Section 7.08) that requires compliance or Pro Forma Compliance with (b), as applicable, for the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:relevant Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, for purposes of determining compliance with any test contained in this Agreement, the Consolidated Total Net Leverage Ratio, the Consolidated First Lien Net Leverage Ratio, the Consolidated EBITDA and Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect pro forma basis to each give effect to all Specified Transaction occurring Transactions that have been made during the applicable four quarter period to which such calculation relates, and/or of measurement or subsequent to such period and prior to or simultaneously with the end of such four-quarter period but not later than event for which the date of such calculationcalculation is made in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the foregoingcontrary in Section 1.09(b), (c) or (d), when (x) calculating the Consolidated First Lien Net Leverage Ratio for purposes of the definition of “Applicable ECF Percentage” or (y) calculating the Consolidated Total Net Leverage Ratio for purposes of (i) determining the applicable percentage definition of Excess Cash Flow for purposes of Section 2.05(b), “Applicable ECF Percentage” and (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.09 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectpro forma effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of Parent are available (as determined in good faith by Parent); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio permitted for or the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Total Net Leverage Ratio permitted for purposes of the fiscal quarter ending June 30, 2014. With respect to any provision definition of this Agreement “Applicable ECF Percentage” and determining actual compliance with Section 7.11 (other than for the provisions purpose of determining pro forma compliance with Section 6.02(a7.11), as applicable, each of which shall be based on the financial statements delivered pursuant to Section 6.01(a) or Section 7.08) that requires compliance or Pro Forma Compliance with (b), as applicable, for the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:relevant Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, financial ratios and tests, including the First Lien Consolidated Total Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio and the Fixed Charge Coverage Consolidated First Lien Net Leverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during in the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculationmanner prescribed by this Section 1.09; provided that notwithstanding anything to the foregoingcontrary in Section 1.09(b), (c) or (d), when (x) calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage definition of Excess Cash Flow for purposes of Section 2.05(b), “Applicable Rate,” and (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual quarterly compliance with the financial covenant pursuant to Section 7.11 (and not Pro Forma Compliance or compliance on a Pro Forma BasisBasis for purposes of testing the permissibility of a transaction hereunder) with and (y) calculating the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions Consolidated First Lien Net Leverage Ratio for purposes of the definition of Consolidated EBITDA) “Applicable ECF Percentage”, the events described in this Section 1.09 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectpro forma effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of Holdings are available (as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio permitted for or the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Total Net Leverage Ratio permitted for purposes of the definition of “Applicable Rate,” the definition of “Applicable ECF Percentage” and determining actual quarterly compliance with Section 7.11 (and not compliance on a Pro Forma Basis for purposes of testing the permissibility of a transaction hereunder), as applicable, each of which shall be based on the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:relevant Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein herein, financial ratios and tests, including the Total Leverage Ratio, the Secured Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated Cash Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (subject to Section 1.02(j)b), (c) or (d) of this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Consolidated Cash Interest Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to Ratio, each Specified Transaction occurring during the applicable four quarter period to which such calculation relatesas applicable, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage definition of Excess Cash Flow for purposes of Section 2.05(b), “Applicable Rate,” (ii) the definition of “Applicable Rate, ECF Percentage of Excess Cash Flow” and (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.09 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectpro forma effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio, the Total Leverage Ratio permitted and the Consolidated Cash Interest Coverage Ratio for purposes of the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance definition of “Applicable Rate,” the definition of “Applicable ECF Percentage of Excess Cash Flow” and determining actual compliance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement 7.11 (other than for the provisions purpose of determining pro forma compliance with Section 6.02(a7.11), each of which shall be based on the financial statements delivered pursuant to Section 6.01(a) or Section 7.08) that requires compliance or Pro Forma Compliance with (b), as applicable, for the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:relevant Test Period.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Net Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.09, when calculating the Total Leverage Ratio, the Total Net Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Fixed Charge Interest Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relatesRatio, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoingas applicable, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage Applicable ECF Percentage of Excess Cash Flow for purposes of Section 2.05(b), and (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.09 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectpro forma effect. For purposes of determining compliance with calculating the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any provision of this Agreement which requires Pro Forma Compliance Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the Financial Covenantevent 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 EBITDA and 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 applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken or with respect to which the Borrower in good faith expects that substantial steps will have been taken within 6 months after the closing date of such Specified Transaction (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 as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies shall be subject to the limitations set forth in the definition of Consolidated EBITDA. 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 included in the calculations of the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Interest 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), (xi) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio, the Secured Leverage Ratio and the Interest 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 (A) the last day of the applicable Test Period in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30Total Leverage Ratio, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Secured Leverage Ratio permitted for or the fiscal quarter most recently then ended for which financial statements have been delivered Secured Leverage Ratio and (or were required to have been deliveredB) in accordance with Section 6.01, or (y) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such compliance required prior Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the delivery referred extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized 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 clause (x) abovesuch Capitalized Lease Obligation 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, such Pro Forma Compliance a London interbank offered rate, or other rate, shall be determined by reference to have been based upon the maximum First Lien Net Leverage Ratio permitted for rate actually chose, or if none, then based upon such optional rate chosen as the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) Borrower or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:Restricted Subsidiary may designate.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate), the Consolidated Total Net Leverage Ratio (including for purposes of compliance with Section 7.11), and 2.15) the Consolidated Fixed Charge Coverage Ratio, in each case, shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period Measurement Period to which such calculation relates, and/or subsequent to the end of such four-quarter period Measurement Period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Consolidated Total Leverage Ratio, the Consolidated Total Net Leverage Ratio Ratio, or the Consolidated Fixed Charge Coverage Ratio, in each case, for purposes of determining (i) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b)7.11, and/or (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period Measurement Period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.11, (xA) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30October 31, 20142018, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Total Net Leverage Ratio and/or the minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.016.01(a) or (b), as applicable, or (yB) in the case of any such compliance required prior to the delivery referred to in clause (xA) above, such Pro Forma Compliance shall be determined by reference to (x) the Pro Forma Financial Statements, and (y) the maximum First Lien Consolidated Total Net Leverage Ratio and/or the minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter ending June 30October 31, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:2018.

Pro Forma Calculations. Notwithstanding anything With respect to any period during which any Specified Transaction occurs, for purposes of determining compliance with the contrary herein (subject to Section 1.02(j))covenants contained in Sections 6.10 and 6.11 or otherwise for purposes of determining the Total Net Leverage Ratio, the Applicable Total Net Leverage Ratio, the First Lien Net Leverage Ratio or the Cash Interest Expense Coverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets calculations with respect to such period shall be calculated (including for purposes of Sections 2.14 and 2.15) made on a Pro Forma Basis Basis. In connection with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relatesany action being taken in connection with a Limited Condition Acquisition, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions financial covenants set forth in Section 6.10 and Section 6.11) which is subject to a Default or an Event of Section 6.02(aDefault qualifier (including any representation and warranty related thereto) or Section 7.08requires the calculation of any financial ratio or test, including the First Lien Net Leverage Ratio, the Applicable Total Net Leverage Ratio and the Total Net Leverage Ratio or (ii) that requires compliance testing availability under baskets set forth in this Agreement (including baskets subject to Default or Event of Default conditions), at the option of the Borrower (and if the Borrower elects to exercise such option, such option shall be exercised on or prior to the date on which the definitive agreements for such Limited Condition Acquisition are entered into) the date of such determination shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCT Test Date”), and if, after giving Pro Forma Compliance Effect to the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith), the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with the Financial Covenantsuch ratio, test or basket (and any related representations, warranties, requirements and conditions), such ratio, test or basket (and any related representations, warranties, requirements and conditions) shall be deemed to have been complied with (or satisfied). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or Pro Forma Compliance tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any investment permitted under Section 6.04, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness or any other action or transaction (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required regardless to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of whether Indebtedness and the Lux Borrower is otherwise required to comply with use of proceeds thereof) have been consummated and (ii) assuming such covenant under Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the terms use of Section 7.08 at such time. For purposes of making any computation referred to above:proceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, Adjusted EBITDA, EBITDA, Consolidated Net Income and any financial ratios or tests, including the First Lien Net Leverage Ratio, the Total Secured Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Total Net Tangible Assets Leverage Ratio, shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during in the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculationmanner prescribed by this Section 1.08; provided that notwithstanding anything to the foregoingcontrary in clauses (b), (c) or (d) of this Section 1.08, when calculating the First Lien Total Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or Compliance, compliance on a Pro Forma BasisBasis or determining compliance giving Pro Forma Effect to a transaction) with Section 7.01, the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.08 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effect. (b) For purposes of determining compliance with calculating Adjusted EBITDA, EBITDA, Consolidated Net Income and any provision of this Agreement which requires Pro Forma Compliance with financial ratios or tests, including the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for Ratio, the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Secured Net Leverage Ratio permitted and the Total Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the fiscal quarter ending June 30calculation of Adjusted EBITDA, 2014. With respect EBITDA, Consolidated Net Income or 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 Adjusted EBITDA, EBITDA, Consolidated Net Income and the component financial definitions used therein attributable to any provision Specified Transaction) had occurred on the first day of this Agreement the applicable Test Period. (other than the provisions of Section 6.02(ac) or Section 7.08) that requires compliance or Whenever Pro Forma Compliance with Effect is to be given to a Specified Transaction, the Financial Covenant, such compliance or Pro Forma Compliance pro forma calculations shall be required regardless made in good faith by a Responsible Officer of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:Parent 67

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein herein, financial ratios and tests, including the Total Leverage Ratio, the Secured Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated Cash Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (subject to Section 1.02(j)b), (c) or (d) of this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Consolidated Cash Interest Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to Ratio, each Specified Transaction occurring during the applicable four quarter period to which such calculation relatesas applicable, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage definition of Excess Cash Flow for purposes of Section 2.05(b), “Applicable Rate,” (ii) the definition of “Applicable Rate, ECF Percentage” and (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.09 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectpro forma effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio, the Total Leverage Ratio permitted and the Consolidated Cash Interest Coverage Ratio for purposes of the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance definition of “Applicable Rate,” the definition of “Applicable ECF Percentage” and determining actual compliance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement 7.11 (other than for the provisions purpose of determining pro forma compliance with Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant7.11), such compliance or Pro Forma Compliance each of which shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:be

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j1.02(i))) herein, the First Lien Net Leverage Ratio, the Total Senior Secured Net Leverage Ratio and the Fixed Charge Coverage Total Net Leverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.152.17) on a Pro Forma Basis with respect to each Specified Transaction 84 occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenantfinancial covenant set forth in Section 7.11, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantfinancial covenant set forth in Section 7.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June September 30, 20142013, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June September 30, 20142013. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.087.11) that requires compliance or Pro Forma Compliance with the Financial Covenantfinancial covenant set forth in Section 7.11, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Parent Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 7.11 at such time. For purposes of making any computation referred to above:.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Total Consolidated Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate) and 2.15) the Consolidated Interest Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-four quarter period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Consolidated Net Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (i) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b), 7.11 and/or (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of “Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) Basis” that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.11, (xA) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 20142022, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, 6.01(a) or (yb), and (B) in the case of any such compliance required prior to the delivery referred to in clause (xB) above, such Pro Forma Compliance shall be determined by reference to the Interim Financial Statements and the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:2022.

Pro Forma Calculations. Notwithstanding anything With respect to the contrary herein (subject any period of four consecutive fiscal quarters during which any Permitted Acquisition, other acquisition permitted pursuant to Section 1.02(j))6.04, Significant Asset Sale or Spinout Transaction occurs, each of the Leverage Ratio, the Secured Net Leverage Ratio, the First Lien Net Leverage Ratio and, without duplication, Consolidated EBITDA (other than for purposes of determining the Interest Coverage Ratio) and Total Assets, shall, for all purposes set forth herein, be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition, acquisition, Significant Asset Sale, Transaction or Spinout Transaction (and any related repayment of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Total Securities Act of 1933, as amended, (b) pro forma adjustments for designation of any Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a Subsidiary in accordance with the definition of “Unrestricted Subsidiary” (a “Subsidiary Designation”), and (c) pro forma adjustments for cost savings and synergies (net of continuing associated expenses) to the extent such cost savings and synergies are reasonably identifiable, reasonably supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following any such Permitted Acquisition or acquisition (which cost savings and synergies shall be calculated on a pro forma basis as though they had been realized on the first day of such period); provided that at the election of Parent, such pro forma adjustment shall not be required to be determined for any Permitted Acquisition or other acquisition if the aggregate consideration paid in connection with such acquisition is less than $100,000,000; provided further that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of Parent), assuming, for purposes of making such calculations, such Permitted Acquisition, Subsidiary Designation, acquisition permitted pursuant to Section 6.04, Significant Asset Sale or Spinout Transaction (and related repayment of Indebtedness), and any other Permitted Acquisitions, Significant Asset Sales and Spinout Transactions (and related repayment of Indebtedness) that have been consummated during the period, had been consummated on the first day of such period; provided, further, that the aggregate amount added to or included in Consolidated EBITDA above in respect of synergies for any period of four consecutive fiscal quarters shall not exceed an amount equal to 10% of Consolidated EBITDA, calculated on a pro forma basis in accordance with this Section 1.03 after giving effect to such addition and any other prior additions in respect of such period pursuant to this Section 1.03. In addition, solely for purposes of determining whether a Specified Transaction is permitted hereunder (including whether such Specified Transaction would result in a Default or Event of Default and whether the Secured Net Leverage Ratio and Condition would be met), the Fixed Charge Coverage Secured Net Leverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; pro forma basis as provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:preceding sentence.

Pro Forma Calculations. All calculations permitted or required to be made on a Pro Forma Basis by Holdings, the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that (a) would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, or (b) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions, which assumptions are written in a reasonably detailed manner and are reasonably acceptable to the Administrative Agent and the Required Lenders. Notwithstanding anything to the contrary herein (subject herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to Section 1.02(j))any period during which any Specified Transaction occurs, the First Lien Total Net Leverage Ratio, the Total Secured Leverage Ratio, the Interest Coverage Ratio and the ratio set forth in Section 2.22(c) shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis. For the avoidance of doubt, (i) in the case of any test other than compliance with the Financial Covenants and the Total Net Leverage Ratio and used in determining the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets applicable Excess Cash Flow Percentage, such test shall be calculated on a Pro Forma Basis taking into account all Specified Transactions that have occurred from the beginning of the most recently completed Calculation Period through the date of such test, and (including for purposes ii) in the case of Sections 2.14 the Financial Covenants and 2.15) the Total Net Leverage Ratio used in determining the applicable Excess Cash Flow Percentage, such test shall be calculated on a Pro Forma Basis taking into account all Specified Transactions that have occurred during the applicable Calculation Period. Any reference to compliance on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case Covenants as of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required date prior to the delivery referred last day of the initial Calculation Period with respect to in clause (x) above, such Pro Forma Compliance which the Financial Covenants are applicable shall be determined by reference refer to the maximum First Lien Net Leverage Ratio permitted covenant levels applicable for the fiscal quarter ending June 30first period specified in Sections 6.10 and 6.11, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:as applicable.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Consolidated Leverage Ratio, the Total Consolidated Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate), the Consolidated Senior Secured Leverage Ratio and 2.15) the Consolidated Interest Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-four quarter period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Consolidated Net Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (iy) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b), 8.11 and/or (iiz) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 8.11 (or satisfaction of a required ratio by reference to any financial covenant set forth in Section 8.11), (x) in the case of any such compliance required (or satisfaction) determined after delivery of financial statements for the fiscal quarter ending on or about June 30, 20142018, such Pro Forma Compliance (or satisfaction) shall be determined by reference to the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.017.01(a) or (b), or (y) in the case of any such compliance required (or satisfaction) determined prior to the delivery referred to in clause (x) above, such Pro Forma Compliance (or satisfaction) shall be determined by reference to the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter ending June 30, 20142018. With respect Notwithstanding anything to the contrary herein, for purposes of calculating the Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio at any provision time prior to the first delivery of this Agreement (other than the provisions of financial statements pursuant to Section 6.02(a7.01(a) or (b), such calculation shall be determined based on the pro forma consolidated financial statements of the Parent and its Subsidiaries delivered to the Administrative Agent prior to the Closing Date (and posted on SyndTrak for the Lenders) and thereafter, based on the most recent financial statements delivered pursuant to Section 7.087.01(a) that requires compliance or Pro Forma Compliance (b). In connection with any calculation of the Consolidated Net Leverage Ratio for purposes of determining the permissibility of the incurrence of any Indebtedness, (i) the proceeds of such Indebtedness shall not be counted as unrestricted cash and Cash Equivalents, and (ii) any Indebtedness being repaid with the Financial Covenant, proceeds of such compliance or Pro Forma Compliance Indebtedness substantially concurrently with the incurrence thereof shall not be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:considered outstanding.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, the First Lien Secured Net Leverage Ratio, Ratio and the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that that, notwithstanding the foregoing, when calculating the First Lien Secured Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenantfinancial covenants set forth in Section 7.10, any Specified Transaction and any related adjustment contemplated in the definition of “Pro Forma Basis Basis” (and corresponding provisions of the definition of “Consolidated EBITDA”) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance Notwithstanding the foregoing, with respect to any provision of this Agreement which requires Pro Forma Compliance with Limited Condition Acquisition only, at the Financial CovenantBorrower’s option, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Secured Net Leverage Ratio permitted and the Total Net Leverage Ratio shall be determined, and any default or event of default blocker shall be tested, as of the date the definitive acquisition agreement for such Limited Condition Acquisition is entered into and calculated as if the fiscal quarter most recently then ended for which acquisition and other pro forma events in connection therewith were consummated on such date, provided that (i) other than as specifically provided below in this Section 1.11, the Consolidated Net Income (and any other financial statements have been delivered (or were required to have been delivereddefined term derived therefrom) in accordance with Section 6.01shall not include any Consolidated Net Income of, or (y) in attributable to, the case of target company or assets associated with any such compliance required Limited Condition Acquisition for usages other than in connection with the applicable transaction pertaining to such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred, (ii) the determination of the Secured Net Leverage Ratio and the Total Net Leverage Ratio on or following the date of the definitive acquisition agreement and prior to the delivery earlier of the date on which such acquisition is consummated or the definitive agreement for such acquisition is terminated shall be calculated on a pro forma basis assuming such acquisition and other pro forma events in connection therewith (including any incurrence of Indebtedness) have been consummated, and (iii) after the signing date but before the closing date for a Limited Condition Acquisition, the determination of ratios and baskets for purposes not related to such Limited Condition Acquisition shall be made as if the closing date had occurred on the same date as the signing date until such earlier time on which the applicable Limited Condition Acquisition is consummated, terminated or abandoned (the proviso of this sentence shall be referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to as the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:“Limited Condition Acquisition Proviso”).

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, the First Lien Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Fixed Charge Interest Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during in the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculationmanner prescribed by this Section 1.11; provided that notwithstanding anything to the foregoing, contrary in clauses (b) or (c) of this Section 1.11 when calculating the First Lien Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio, as applicable, for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any financial covenant pursuant to Section 8.12, the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.11 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectpro forma effect. For purposes of determining compliance calculating the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) except as set forth in Section 1.11(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any provision of this Agreement which requires such ratio is made shall be calculated on a Pro Forma Compliance Basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA or Borrower Group EBITDA and 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 applicable Test Period, any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.11, then the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.11. In the event that the Company or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, prepayment, retirement, exchange, extinguishment or satisfaction and discharge) any Indebtedness included in the calculations of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period and/or (ii) except as set forth in Section 1.11(a), subsequent to the end of the applicable Test Period and prior to or simultaneously with the Financial Covenantevent for which the calculation of any such ratio is made, then the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment or discharge of Indebtedness, to the extent required, as if the same had occurred on (xA) the last day of the applicable Test Period in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Total Net Leverage Ratio permitted for and the fiscal quarter most recently then ended for which financial statements have been delivered Rent-Adjusted Total Net Leverage Ratio and (or were required to have been deliveredB) in accordance with Section 6.01, or (y) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If the Company or any Restricted Subsidiary provides an irrevocable notice of a redemption of any debt securities, then the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such compliance required prior redemption, to the delivery referred extent required, as if the same had occurred on the date the notice of redemption was delivered. 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 Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided that, in clause the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period and to give pro forma effect to such repayment. Interest on a Finance Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest in such Finance 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 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 Company may designate. When used in reference to the calculation of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio for purposes of determining actual compliance with Section 8.12 (x) above, such and not Pro Forma Compliance or compliance on a Pro Forma Basis), references to the date of determination shall be determined by mean the last day of the relevant Fiscal Quarter then being tested. When used in reference to the maximum First Lien calculation of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio permitted and the Interest Coverage Ratio for the fiscal quarter ending June 30, 2014. With respect to any provision purposes of this Agreement determining Pro Forma Compliance or compliance on a Pro Forma Basis (other than for purposes of actual compliance with Section 8.12), references to the provisions date of Section 6.02(adetermination shall mean the calculation of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio (as applicable) or Section 7.08) that requires compliance or as of the last day of the most recent Test Period on a Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:Basis.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, financial ratios and tests, including the First Lien Consolidated Total Net Leverage Ratio, the Total Consolidated Secured Net Leverage Ratio and the Fixed Charge Coverage Consolidated Senior Secured Net Leverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during in the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculationmanner prescribed by this Section 1.11; provided that notwithstanding anything to the foregoingcontrary in this Section 1.11, when calculating the First Lien Consolidated Total Net Leverage Ratio for purposes of (i) determining the applicable percentage definition of Excess Cash Flow for purposes of Section 2.05(b), “Applicable ECF Percentage,” (ii) the definition of “Applicable RateAsset Sale Percentage”, and (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, in each case, the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.11 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectpro forma effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the fiscal quarter most recently then ended Test Period for which financial statements have been delivered of the Parent are available (or were required to have been delivered) as determined in accordance with Section 6.01good faith by the Lead Borrower); provided that, or (y) in the case provisions of any such compliance required prior to this sentence shall not apply for purposes of calculating the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Senior Secured Net Leverage Ratio permitted for purposes of the fiscal quarter ending June 30definition of “Applicable ECF Percentage”, 2014. With respect to any provision the definition of this Agreement “Applicable Asset Sale Percentage”, or determining actual compliance with Section 7.11 (other than for the provisions purpose of determining pro forma compliance with Section 6.02(a7.11), each of which shall be based on the financial statements delivered pursuant to Sections 6.01(a) or Section 7.08(b), as applicable, for the relevant Test Period. (b) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making calculating any computation referred to above:financial ratio or test or basket that is based on a 81

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Consolidated Leverage Ratio, the Total Consolidated Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate), the Consolidated Senior Secured Leverage Ratio and 2.15) the Consolidated Interest Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-four quarter period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Consolidated Net Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (iy) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b), 8.11 and/or (iiz) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 8.11 (or satisfaction of a required ratio by reference to any financial covenant set forth in Section 8.11), (x) in the case of any such compliance required (or satisfaction) determined after delivery of financial statements for the fiscal quarter ending on or about June September 30, 20142019, such Pro Forma Compliance (or satisfaction) shall be determined by reference to the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.017.01(a) or (b), or (y) in the case of any such compliance required (or satisfaction) determined prior to the delivery referred to in clause (x) above, such Pro Forma Compliance (or satisfaction) shall be determined by reference to the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter ending June September 30, 20142019. With respect Notwithstanding anything to the contrary herein, for purposes of calculating the Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio at any provision time prior to the first delivery of this Agreement (other than the provisions of financial statements pursuant to Section 6.02(a7.01(a) or (b), such calculation shall be determined based on the pro forma consolidated financial statements of the Parent and its Subsidiaries delivered to the Administrative Agent prior to the Closing Date (and posted on SyndTrak for the Lenders) and thereafter, based on the most recent financial statements delivered pursuant to Section 7.087.01(a) that requires compliance or Pro Forma Compliance (b). In connection with any calculation of the Consolidated Net Leverage Ratio for purposes of determining the permissibility of the incurrence of any Indebtedness or any other transaction in connection with which Indebtedness is being incurred, (i) the proceeds of such Indebtedness shall not be counted as unrestricted cash and Cash Equivalents, and (ii) any Indebtedness being repaid with the Financial Covenant, proceeds of such compliance or Pro Forma Compliance Indebtedness substantially concurrently with the incurrence thereof shall not be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:considered outstanding.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j1.02(i))) herein, the First Lien Net Leverage Ratio, the Total Senior Secured Net Leverage Ratio and the Fixed Charge Coverage Total Net Leverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.152.17) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four---quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenantfinancial covenant set forth in Section 7.11, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantfinancial covenant set forth in Section 7.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June September 30, 20142013, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June September 30, 20142013. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.087.11) that requires compliance or Pro Forma Compliance with the Financial Covenantfinancial covenant set forth in Section 7.11, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux DutchParent Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 7.11 at such time. For purposes of making any computation referred to above:.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Consolidated Total Net Adjusted Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate) and 2.15) the Consolidated Fixed Charge Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period Measurement Period to which such calculation relates, and/or subsequent to the end of such four-quarter period Measurement Period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Consolidated Total Net Adjusted Leverage Ratio and/or the Consolidated Fixed Charge Coverage Ratio for purposes of determining (i) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b)7.11, and/or (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period Measurement Period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 20142015, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Total Net Adjusted Leverage Ratio and/or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.016.01(a) or (b), or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Total Net Adjusted Leverage Ratio and/or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter ending June 30, 20142015. With Notwithstanding anything to the contrary contained herein, during the period commencing with the execution of the definitive acquisition agreement or the provision of irrevocable notice, in each case, in connection with a Limited Conditionality Accordion Transaction and ending on the earlier to occur of (x) the date of consummation of such Permitted Acquisition or such redemption or repayment and (y) the date of abandonment by the Borrower or the applicable Subsidiary of such Permitted Acquisition or such redemption or repayment, each Pro Forma Compliance Certificate (for the avoidance of doubt, excluding (A) any Compliance Certificate delivered pursuant to Section 6.02(b) and (B) the Pro Forma Compliance Certificate delivered by the Borrower to determine the permissibility of the underlying Permitted Acquisition itself (pursuant to the definition thereof)) delivered hereunder (and each other calculation on a Pro Forma Basis hereunder to determine the permissibility of a particular transaction (e.g., the incurrence of Additional Unsecured Indebtedness, etc.) shall demonstrate two (2) calculations of each of the relevant covenants set forth in Section 7.11; the first shall assume that the applicable Permitted Acquisition or redemption or repayment has been consummated and the second shall assume that such transaction has been abandoned. For the avoidance of doubt, with respect to any provision of this Agreement (other than particular transaction, each such calculation set forth on the provisions of Section 6.02(a) or Section 7.08) that requires compliance or applicable Pro Forma Compliance with the Financial Covenant, such compliance or Certificate must demonstrate Pro Forma Compliance shall in order for such transaction to be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:permitted.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, financial ratios and tests, including the First Lien Consolidated Total Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio and the Fixed Charge Coverage Consolidated First Lien Net Leverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during in the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculationmanner prescribed by this Section 1.09; provided that notwithstanding anything to the foregoingcontrary in Section 1.09(b), (c) or (d), when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) determining actual quarterly compliance with the applicable percentage of Excess Cash Flow financial covenant pursuant to Section 7.11 (and not compliance on a Pro Forma Basis for purposes of Section 2.05(btesting the permissibility of a transaction hereunder), (ii) the Applicable Rate, (iii) the definition of “Applicable Commitment Fee ECF Percentage” and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions availability of the definition “free and clear” basket for the incurrence of Consolidated EBITDA) Incremental Loans and/or Incremental Equivalent Debt under Section 2.14(d)(iv)(A), the events described in this Section 1.09 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectpro forma effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of Holdings are available (as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio permitted for purposes of (1) the definition of “Applicable Rate,” (2) the definition of “Applicable ECF Percentage”, (3) determining the availability of the “free and clear” basket for the fiscal quarter most recently then ended incurrence of Incremental Loans and/or Incremental Equivalent Debt under Section 2.14(d)(iv)(A) and (4) determining actual quarterly compliance with Section 7.11 (and not compliance on a Pro Forma Basis for purposes of testing the permissibility of a transaction hereunder), as applicable, each of which shall be based on the financial statements have been delivered (or were required pursuant to have been deliveredSection 6.01(a) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) aboveb), such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted as applicable, for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:relevant Test Period.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, the First Lien Net Leverage Ratio, all calculations of the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets or component definition thereof shall be calculated (including for purposes of Sections 2.14 and 2.15) made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-four quarter period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Net Total Leverage Ratio and the Fixed Charge Coverage Ratio or component definition thereof for purposes of determining whether any Specified Transaction is permitted under this Agreement, the numerator of such ratio shall be calculated as of the date of such Specified Transaction (iafter giving effect to all transactions occurring on such date and any related pro forma calculations shall be made giving effect to any adjustments on a Pro Forma Basis to be made in good faith by a responsible financial or accounting officer of the Borrower and reasonably satisfactory to the Agent, subject to the final sentence of the definition of “Pro Forma Basis”); provided, further, that when calculating the Total Leverage Ratio and the Fixed Charge Coverage Ratio or component definition thereof for purposes of determining (x) determining compliance with Section 9.13 and/or (y) the applicable percentage of Consolidated Excess Cash Flow for purposes of Section 2.05(b5.02(a)(i), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, permissibility of any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effectpro forma effect. For purposes of When determining pro forma compliance with Section 9.13 for any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of purpose hereunder during any such compliance required after delivery of financial statements for the fiscal quarter period ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) abovefirst testing date under Section 9.13, such Pro Forma Compliance the required Total Leverage Ratio and Fixed Charge Coverage Ratio or component definition thereof shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted applicable ratio for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:first testing date thereunder.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Total Net Consolidated Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate) and 2.15) the Consolidated Fixed Charge Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-four quarter period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Net Consolidated Leverage Ratio and/or the Consolidated Fixed Charge Coverage Ratio for purposes of determining (ix) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b), 7.11 and/or (iiy) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June September 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Consolidated Leverage Ratio and/or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.016.01(a) or (b), or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Consolidated Leverage Ratio and/or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter ending June September 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:.

Pro Forma Calculations. Section 1.09 Notwithstanding anything to the contrary herein herein, financial ratios and tests, including the(a) Total Leverage Ratio, the Secured Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (subject to Section 1.02(j)b), (c) or (d) of this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to Ratio, each Specified Transaction occurring during the applicable four quarter period to which such calculation relatesas applicable, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage definition of “Applicable ECF Percentage of Excess Cash Flow for purposes of Section 2.05(b), Flow” and (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basiswhether the Payment Condition has been satisfied) with Section 7.11, the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.09 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectpro forma effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio, the Total Leverage Ratio permitted and the Consolidated Fixed Charge Coverage Ratio for purposes of the definition of “Applicable ECF Percentage of Excess Cash Flow” and determining actual compliance with Section 7.11 (and not for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case purpose of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of determining whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:Payment Condition - 73-

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Total Net Consolidated Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate) and 2.15) the Consolidated Interest Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period Measurement Period to which such calculation relates, and/or subsequent to the end of such four-quarter period Measurement Period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Net Consolidated Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (i) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b)7.11, and/or (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of “Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) Basis” that occurred subsequent to the end of the applicable four quarter period Measurement Period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.11, (xA) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30July 28, 20142017, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Consolidated Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.016.01(a) or (b), or (yB) in the case of any such compliance required prior to the delivery referred to in clause (xA) above, such Pro Forma Compliance shall be determined by reference to (1)(x) Consolidated EBITDA for each Historical EBITDA Period as set forth in the last sentence of the definition of “Consolidated EBITDA” in Section 1.01, and (y) the amount of Indebtedness that would be set forth on a consolidated balance sheet of the Parent and its Subsidiaries prepared as of April 28, 2017, giving effect to the Transactions occurring on the Closing Date on a Pro Forma Basis, and (2) the maximum First Lien Net Consolidated Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter ending June 30July 28, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:2017.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Total Net Consolidated Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate) and 2.15) the Consolidated Interest Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period Measurement Period to which such calculation relates, and/or subsequent to the end of such four-quarter period Measurement Period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Net Consolidated Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (i) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b)7.11, and/or (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period Measurement Period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.11, (xA) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 20142018, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Consolidated Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.016.01(a) or (b), or (yB) in the case of any such compliance required prior to the delivery referred to in clause (xA) above, such Pro Forma Compliance shall be determined by reference to (x) the Interim Financial Statements, and (y) the maximum First Lien Net Consolidated Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:2018.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j1.02(i)), the Consolidated Cash Interest Expense, Consolidated Interest Expense, the Consolidated First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and Ratio, the Fixed Charge Consolidated Senior Secured Net Leverage Ratio, the Consolidated Interest Coverage Ratio Ratio, Consolidated EBITDA, Consolidated Net Income, Four Quarter Consolidated EBITDA, Consolidated Total Assets and Consolidated Net Tangible Assets shall be calculated (including including, in each case, for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than (including, with respect to any proposed Investment or acquisition pursuant to Rule 2.7 of The City Code on Takeovers and Mergers (or a similar arrangement) for which committed financing is obtained or is sought to be obtained, the date of relevant determination or calculation may be made with respect to an event occurring or intended to occur subsequent to such calculationfour-quarter period); provided that notwithstanding the foregoing, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Total Net Consolidated Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate) and 2.15) the Consolidated Interest Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-four quarter period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Net Consolidated Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (ix) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b), 8.11 and/or (iiy) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) any financial covenant set forth in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014Section 8.11, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Consolidated Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, 7.01(a)(i) or (y) in the case of any such compliance required prior b). Notwithstanding anything to the delivery referred to contrary contained herein, in clause (x) above, such connection with any Material Acquisition Pro Forma Compliance Calculation, the numerator of the otherwise applicable maximum Consolidated Leverage Ratio that was permitted pursuant to Section 8.11(a) for the most recent fiscal quarter ended for which the Company was required to deliver financial statements pursuant to Section 7.01(a) or (b) shall be determined deemed to be increased by reference to (i) for each of the maximum First Lien Net Leverage Ratio permitted for three consecutive fiscal quarters, beginning with the fiscal quarter in which such Material Acquisition occurs, an amount equal to 0.50 and (ii) for the fourth fiscal quarter ending June 30immediately after the Material Acquisition occurs, 2014. With respect an amount equal to any provision 0.25; solely for purposes of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or such Material Acquisition Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:Calculation.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Total Net Consolidated Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate) and 2.15) the Consolidated Fixed Charge Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-four quarter period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Net Consolidated Leverage Ratio and/or the Consolidated Fixed Charge Coverage Ratio for purposes of determining (ix) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b), 8.11 and/or (iiy) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant), any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 8.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June November 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Consolidated Leverage Ratio and/or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.017.01(a) or (b), or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Consolidated Leverage Ratio and/or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter ending June November 30, 2014. With respect Notwithstanding anything to the contrary herein, for purposes of calculating the Consolidated Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio at any provision time prior to the first delivery of this Agreement (other than the provisions of financial statements pursuant to Section 6.02(a7.01(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant(b), such compliance or Pro Forma Compliance calculation shall be required regardless determined based on the pro forma consolidated financial statements of whether the Lux Borrower is otherwise required Company and its Subsidiaries set forth on Schedule 1.01(a) hereto and thereafter, based on the most recent financial statements delivered pursuant to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:7.01(a) or (b).

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein herein, financial ratios and tests, including the Total Leverage Ratio, the Secured Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated Cash Interest Coverage Ratio shall be calculated in the manner prescribed by this Sec tion 1.09; provided that notwithstanding anything to the contrary in clauses (subject to Section 1.02(j)b), (c) or (d) of this Sec tion 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Consolidated Cash Interest Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to Ratio, each Specified Transaction occurring during the applicable four quarter period to which such calculation relatesas applicable, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage definition of Excess Cash Flow for purposes of Section 2.05(b), “Applicable Rate,” (ii) the defmition of “Applicable Rate, ECF Percentage of Excess Cash Flow” and (iii) the Applicable Commitment Fee and (iv) determining de termining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.09 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectproforma effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with In addition, whenever a fi nancial ratio or test is to be calculated on a proforma basis, the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum “Test Period” for purpos es of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower);provided that, the provisions of this sentence shall not ap ply for purposes of calculating the Consolidated First Lien Net Leverage Ratio, the Total Leverage Ratio permitted and the Consolidated Cash Interest Coverage Ratio for purposes of the defmition of “Applicable Rate,” the defmition of “Applicable ECF Percentage of Excess Cash Flow” and determining actual compliance with Section 7.11 (other than for the fiscal quarter most recently then ended purpose of determining proforma compliance with Section 7.11), each of which shall be based on the financial statements delivered pursuant to Section 6.0 1(a) or (b), as applicable, for the relevant Test Period. (b) For purposes of calculating any financial ratio or test, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09) that have been made (i) during the applicable Test Period and (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on aproforzna basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial statements 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 applicable Test Period any Person that subse quently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have been delivered (made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or were required test shall be calculated to have been delivered) give proforma effect thereto in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014this Sec tion 1.09. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:-59-

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets EBITDA shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of determining (ix) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (iiy) the Applicable Rate, (iii) the Applicable Commitment Fee Rate and (ivz) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial CovenantCovenant (whether or not then in effect), any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of “Consolidated EBITDA”) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes The calculation of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for Ratio, the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01Senior Secured Net Leverage Ratio, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Total Net Leverage Ratio permitted and Consolidated EBITDA on a Pro Forma Basis for the fiscal quarter ending June 30, 2014. With respect purpose of determining if any action is permitted under an incurrence test hereunder shall be based on the financial statements that have been most recently delivered pursuant to any provision of this Agreement (other than the provisions of Section 6.02(a6.01(a) or Section 7.086.01(b) that requires compliance (or Pro Forma Compliance with prior to such initial delivery thereunder, the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required most recent financial statements delivered pursuant to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:4.01(l)).

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Total Net Consolidated Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 compliance with Section 7.11 and 2.15determining the Applicable Rate) and the Consolidated Fixed Charge Coverage Ratio, in each case, shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period of measurement to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Net Consolidated Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio, in each case, for purposes of determining (i) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b)7.11, and/or (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period of measurement shall not be given Pro Forma Effect; provided further, that, no Pro Forma Effect will be given to ordinary course Borrowings and repayments of Revolving Loans not incurred in connection with another Specified Transaction. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.11, (xA) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 20142019, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Consolidated Leverage Ratio and/or the minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.016.01(a) or Section 6.01(b), as applicable, or (yB) in the case of any such compliance required prior to the delivery referred to in clause (xA) above, such Pro Forma Compliance shall be determined by reference to (x) the financial statements of the Borrower and its Subsidiaries referred to in Section 5.05(b) (or the financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 6.01(b) for the fiscal quarter ended March 31, 2019, if such financial statements have been delivered) and (y) the maximum First Lien Net Consolidated Leverage Ratio and/or the minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:2019.

Pro Forma Calculations. Notwithstanding anything to (a) For purposes of calculating the contrary herein (subject to Section 1.02(j)), the First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio and the Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of any purpose hereunder (including Permitted Acquisitions, Permitted Restricted Payments, Section 2.1(d) and Section 8.7), such calculations shall be made on a pro forma basis as follows: (i) determining Consolidated Funded Indebtedness shall be calculated on the applicable percentage relevant date of Excess Cash Flow for purposes measurement of Section 2.05(bthe Consolidated Net Leverage Ratio (whether the last day of a Fiscal Quarter or the date of a transaction with respect to which pro forma compliance is required), (ii) but in the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance case of measurement in connection with any event hereunder (and not Pro Forma Compliance or for periodic compliance on a Pro Forma Basis) with the Financial Covenantfinancial covenants under Section 8.7), any giving pro forma effect to all Indebtedness to be incurred or repaid on such date (whether in connection with a Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions Transaction, a Permitted Restricted Payment, an increase of the definition Aggregate Commitments or the addition of Consolidated EBITDAan additional Term Loan pursuant to Section 2.1(d), or any other transaction for which pro forma compliance is being measured) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) and in the case of any such compliance required after delivery computation in connection with any increase or additional Term Loan pursuant to Section 2.1(d) the entire amount of financial statements such increase and/or additional Term Loan shall be assumed to be drawn; (ii) Consolidated EBITDA shall be calculated for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter period of four Fiscal Quarters most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any periodic financial covenant compliance, are being) delivered, but giving pro forma effect to the Specified Transaction for which such compliance measurement is being made (if any) and all other Specified Transactions (if any) that have occurred (A) during the period in respect of which such calculations are required to be made or (B) subsequent to such period and prior to or simultaneously with the delivery referred event for which the pro forma calculation of either such ratio is being made (in the case of such calculation being made for a Specified Transaction, Permitted Restricted Payment, increase in the Aggregate Commitments or the addition of an additional Term Loan pursuant to Section 2.1(d) or other event, and not for periodic covenant compliance pursuant to Section 8.7), in clause each case by assuming that all such Specified Transactions (x) above, such Pro Forma Compliance shall be determined by reference to and any increase or decrease in Consolidated EBITDA and the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect component financial definitions used therein attributable to any provision Specified Transaction) had occurred on the first day of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:period of

Pro Forma Calculations. Notwithstanding anything To the extent the Borrower or any Subsidiary makes any Acquisition permitted hereunder or disposition of material assets outside the ordinary course of business not prohibited hereunder during the period of four fiscal quarters of the Borrower most recently ended, if the Borrower is required to make pro forma disclosures relating to such Acquisition or disposition pursuant to Article 11 of Regulation S-X of the contrary herein (subject to Section 1.02(j))Securities Act of 1933, as amended, then the First Lien Net Total Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated after giving pro forma effect thereto (including for purposes pro forma adjustments arising out of Sections 2.14 events which are directly attributable to the acquisition or the disposition of assets, are factually supportable and 2.15) are expected to have a continuing impact, in each case as determined on a Pro Forma Basis basis consistent with respect to each Specified Transaction occurring during Article 11 of Regulation S-X of the applicable four quarter period to which such calculation relatesSecurities Act of 1933, and/or subsequent to as amended, as interpreted by the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoingSecurities and Exchange Commission, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(band as certified by a Responsible Officer), as if such acquisition or such disposition (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated incurrence, repayment or assumption of indebtedness) had occurred in the definition first day of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four such four- quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014period. With respect to any provision of in this Agreement (other than which would require the provisions of Section 6.02(a) Total Leverage Ratio, the Senior Secured Leverage Ratio or Section 7.08) that requires compliance or Pro Forma Compliance the Fixed Charge Coverage Ratio to be calculated on a pro forma basis, such calculation shall be made in accordance with the Financial Covenantforegoing sentence and giving pro forma effect to the transaction for which such calculation is being made (together with any related transaction) based on the most recent financial statements of the Borrower delivered hereunder. Notwithstanding anything to the contrary in this Agreement, such compliance only those leases that would constitute capital leases or Pro Forma Compliance financing leases in conformity with GAAP prior to December 31, 2018 shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant considered Capital Leases, and all calculations and deliverables under the terms of this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. Section 7.08 at such time. For purposes of making any computation referred to above:1.5

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein herein, financial ratios and tests, including the Total Leverage Ratio, the Secured Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated Cash Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (subject to Section 1.02(j)b), (c) or (d) of this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Consolidated Cash Interest Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to Ratio, each Specified Transaction occurring during the applicable four quarter period to which such calculation relatesas applicable, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage definition of Excess Cash Flow for purposes of Section 2.05(b), “Applicable Rate,” (ii) the definition of “Applicable Rate, ECF Percentage” and (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.09 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectpro forma effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio, the Total Leverage Ratio permitted and the Consolidated Cash Interest Coverage Ratio for purposes of the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance definition of “Applicable Rate,” the definition of “Applicable ECF Percentage” and determining actual compliance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement 7.11 (other than for the provisions purpose of determining pro forma compliance with Section 6.02(a7.11), each of which shall be based on the financial statements delivered pursuant to Section 6.01(a) or Section 7.08) that requires compliance or Pro Forma Compliance with (b), as applicable, for the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:relevant Test Period.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Total Net Consolidated Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate) and 2.15) the Consolidated Interest Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-four quarter period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Net Consolidated Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (ix) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b), 8.11 and/or (iiy) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 8.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter year ending on or about June 30October 31, 20142013, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Consolidated Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.017.01(a) or (b), or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Consolidated Leverage Ratio and/or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter ending June 30October 31, 20142013. With respect Notwithstanding anything to the contrary herein, for purposes of calculating the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio at any provision time prior to the first delivery of this Agreement (other than the provisions of financial statements pursuant to Section 6.02(a7.01(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant(b), such compliance or Pro Forma Compliance calculation shall be required regardless determined based on pro forma financial statements of whether the Lux Borrower is otherwise required Company and its Subsidiaries, in form and substance satisfactory to comply with such covenant under the terms Administrative Agent, delivered to the Administrative Agent prior to the consummation of the applicable Specified Transaction and thereafter, based on the most recent financial statements delivered pursuant to Section 7.08 at such time. For purposes of making any computation referred to above:7.01(a) or (b).

Pro Forma Calculations. Notwithstanding anything With respect to any period during which the contrary herein (subject Transactions or any Specified Transaction occurs, for purposes of determining the prepayments required pursuant to Section 1.02(j))2.11(d) Consolidated EBITDA, the First Lien Net Leverage RatioConsolidated Total Assets, the Total Net Leverage Ratio and the Fixed Charge Coverage Senior Secured Net Leverage Ratio or for any other purpose hereunder (or determination of whether a Default or Event of Default has occurred and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis is continuing), with respect to each Specified Transaction occurring during the applicable four quarter such period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance shall be made on a Pro Forma Basis) ; provided that, in connection with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For is a Limited Condition Transaction, for purposes of determining compliance with any provision of test or covenant contained in this Agreement during any period which requires Pro Forma Compliance the calculation of any of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or determination of whether a Default or Event of Default has occurred and is continuing, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”) the Financial Covenant, (x) in the case date of determination for calculation of any such ratios or baskets or determination of whether a Default or Event of Default has occurred and is continuing shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Applicable Date of Determination ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance required after delivery of financial statements for the fiscal quarter ending on with such ratio or about June 30, 2014basket, such Pro Forma Compliance ratio or basket shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required deemed to have been delivered) complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in accordance with Section 6.01, or (y) in the case of any such compliance required ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the delivery referred to in clause (x) aboveconsummation of the relevant transaction or action, such Pro Forma Compliance shall baskets or ratios will not be determined by reference deemed to have been exceeded as a result of such fluctuations. If the maximum First Lien Net Leverage Ratio permitted Borrower has made an LCA Election for the fiscal quarter ending June 30any Limited Condition Transaction, 2014. With then in connection with any subsequent calculation of any ratio or basket availability with respect to any provision other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of this Agreement (other than the provisions date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of Section 6.02(a) such Limited Condition Transaction, any such ratio or Section 7.08) that requires compliance or basket shall be calculated and tested on a Pro Forma Compliance with Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless use of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:proceeds thereof) have been consummated.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of Consolidated EBITDA, the First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate), and 2.15) the Consolidated Interest Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period Measurement Period to which such calculation relates, and/or subsequent to the end of such four-quarter period Measurement Period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating Consolidated EBITDA, the First Lien Consolidated Total Net Leverage Ratio, and/or the Consolidated Interest Coverage Ratio for purposes of determining (i) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b)7.11, and/or (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of “Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) Basis” that occurred subsequent to the end of the applicable four quarter period Measurement Period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires compliance on a Pro Forma Compliance Basis with the Financial Covenantany financial covenant set forth in Section 7.11, (xA) in the case of any such compliance required after delivery of financial statements for the fiscal quarter of the Borrowing ending on or about June September 30, 20142021, such compliance on a Pro Forma Compliance Basis shall be determined by reference to minimum Consolidated EBITDA, the maximum First Lien Consolidated Total Net Leverage Ratio Ratio, and/or the minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.016.01(a) or (b), or (yB) in the case of any such compliance required prior to the delivery referred to in clause (xA) above, such compliance on a Pro Forma Compliance Basis shall be determined by reference to minimum Consolidated EBITDA, the maximum First Lien Consolidated Total Net Leverage Ratio Ratio, and/or the minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter of the Borrower ending June September 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:2021.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j1.02(i)), the Consolidated Cash Interest Expense, Consolidated EBITDA, Consolidated First Lien Net Leverage Ratio, the Consolidated Interest Coverage Ratio, Consolidated Interest Expense, Consolidated Net Income, Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Assets, Consolidated Total Net Leverage Ratio and Ratio, Four Quarter Consolidated EBITDA, Fixed Charges and/or Pro Forma Cost Savings of the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets Borrower shall be calculated (including including, in each case, for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than (including, with respect to any proposed Investment or acquisition pursuant to Rule 2.7 of The City Code on Takeovers and Mergers (or a similar arrangement) for which committed financing is obtained or is sought to be obtained, the date of relevant determination or calculation may be made with respect to an event occurring or intended to occur subsequent to such calculationfour-quarter period); provided that notwithstanding the foregoing, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iiiii) the Applicable Commitment Fee and (iviii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For Notwithstanding anything to the contrary contained herein, for purposes of determining compliance calculating any leverage ratio herein in connection with the incurrence of any provision Indebtedness or the issuance of any Disqualified Stock or Preferred Stock there shall be no netting of the cash proceeds proposed to be received in connection with the incurrence of such Indebtedness or the issuance of any Disqualified Stock or Preferred Stock. Notwithstanding anything in this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum contrary, in calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio permitted for and/or Consolidated Total Net Leverage Ratio, the fiscal quarter most recently Borrower shall treat any revolving facility then ended for which financial statements have been delivered being established (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case amount of any increase thereof) as fully drawn and, if such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio permitted for the fiscal quarter ending June 30and/or Consolidated Total Net Leverage Ratio, 2014. With as applicable, is satisfied with respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 thereto at such time. For purposes , any subsequent borrowing or other incurrence thereunder, not in excess of making any computation referred the aggregate amount attributable to above:such revolving facility 115 and included in such calculation, shall not be deemed as an incurrence of additional Indebtedness at such subsequent time.

Pro Forma Calculations. Notwithstanding anything With respect to any period during which the contrary herein (subject to Section 1.02(j))Transactions or any Specified Transaction occurs, for purposes of determining the First Lien Applicable Rate in respect of such period, calculation of the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and Consolidated Secured Leverage Ratio or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma Basis; provided that, in connection with any Specified Transaction that is a Limited Condition Transaction, for purposes of determining compliance with any test or covenant contained in this Agreement during any period which requires the Fixed Charge Coverage Ratio calculation of any of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”) the date of determination for calculation of any such ratios or baskets shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent fiscal quarter for which financial statements are available ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Net Tangible EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested both (including for purposes of Sections 2.14 and 2.15i) on a Pro Forma Basis with respect to each Specified assuming such Limited Condition Transaction occurring during and other transactions in connection therewith (including any incurrence of Indebtedness and the applicable four quarter period to which such calculation relates, and/or subsequent to the end use of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (iproceeds thereof) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), have been consummated and (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified stand-alone basis without giving effect to such Limited Condition Transaction and any related adjustment contemplated other transactions in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:connection therewith.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Total Net Consolidated Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate) and 2.15) the Consolidated Interest Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-four quarter period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Net Consolidated Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (ix) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b), 7.11 and/or (iiy) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 20142019, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Consolidated Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.016.01(a) or (b), or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the Interim Financial Statements and the maximum First Lien Net Consolidated Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:2019.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Total Net Consolidated Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate) and 2.15) the Consolidated Fixed Charge Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period Measurement Period to which such calculation relates, and/or subsequent to the end of such four-quarter period Measurement Period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Net Consolidated Leverage Ratio and/or the Consolidated Fixed Charge Coverage Ratio for purposes of determining (i) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b)7.11, and/or (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period Measurement Period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June September 30, 20142015, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Consolidated Leverage Ratio and/or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.016.01(a) or (b), or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Consolidated Leverage Ratio and/or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter ending June September 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:2015.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, Adjusted EBITDA, EBITDA, Consolidated Net Income and any financial ratios or tests, including the First Lien Net Leverage Ratio, the Total Secured Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Total Net Tangible Assets Leverage Ratio, shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during in the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculationmanner prescribed by this Section 1.08; provided that notwithstanding anything to the foregoingcontrary in clauses (b), (c) or (d) of this Section 1.08, when calculating the First Lien Total Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or Compliance, compliance on a Pro Forma BasisBasis or determining compliance giving Pro Forma Effect to a transaction) with Section 7.01, the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.08 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effect. (b) For purposes of determining compliance with calculating Adjusted EBITDA, EBITDA, Consolidated Net Income and any provision of this Agreement which requires Pro Forma Compliance with financial ratios or tests, including the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio, the Secured Net Leverage Ratio permitted and the Total Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Adjusted EBITDA, EBITDA, Consolidated Net Income or 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 Adjusted EBITDA, EBITDA, Consolidated Net Income and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. (c) Whenever Pro Forma Effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Parent Borrower and may include, for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01avoidance of doubt, or (y) in the case amount of any such compliance required prior to the delivery referred to cost savings, operating expense reductions and synergies described in clause (xg) aboveof “Adjusted EBITDA”; provided that (A) such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Parent Borrower), (B) such Pro Forma Compliance shall actions are taken, committed to be determined by reference taken or expected to be taken no later than twenty-four (24) months after the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:date

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j1.02(i)), the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Fixed Charge Coverage Ratio Ratio, the EBITDA Grower Amount, Consolidated EBITDA, Consolidated Net Income and Consolidated Net Tangible Total Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than (including, in each case, for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the date applicable four quarter period to which such calculation relates, and/or subsequent to the end of such calculationfour-quarter period (including, with respect to any proposed Investment or acquisition pursuant to Rule 2.7 of The City Code on Takeovers and Mergers (or a similar arrangement) for which committed financing is obtained or is sought to be obtained, the relevant determination or calculation may be made with respect to an event occurring or intended to occur subsequent to such four-quarter period); provided that notwithstanding the foregoing, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:.

Pro Forma Calculations. Notwithstanding anything to the contrary herein herein, financial ratios and tests, including the Total Leverage Ratio, the Secured Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (subject to Section 1.02(j)b), (c) or (d) of this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to Ratio, each Specified Transaction occurring during the applicable four quarter period to which such calculation relatesas applicable, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage definition of “Applicable ECF Percentage of Excess Cash Flow for purposes of Section 2.05(b), Flow” and (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basiswhether the Payment Condition has been satisfied) with Section 7.11, the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.09 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectpro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio, the Total Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio for purposes of the definition of “Applicable ECF Percentage of Excess Cash Flow” and determining actual compliance with Section 7.11 (and not for the purpose of determining whether the Payment Condition has been satisfied), each of which shall be based on the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period. For purposes of determining compliance calculating any financial ratio or test, Specified Transactions (with any provision incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Agreement which requires Pro Forma Compliance Section 1.09) that have been made (i) during the applicable Test Period and (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the Financial Covenantevent 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 EBITDA and 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 applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (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) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be 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, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (xB) such actions have been taken or with respect to which substantial steps have been taken (in the good faith determination of the Borrower) within eighteen (18) months after the date of such Specified Transaction, and (C) 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; provided that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the proviso of clause (viii) of the definition of “Consolidated EBITDA.” 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 included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period or (ii) subject to clause (a) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test 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 last day of the applicable Test Period (or the first day of the applicable Test Period solely in the case of the Consolidated Fixed Charge Coverage Ratio). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such compliance required after delivery Indebtedness shall be calculated as if the rate in effect on the date of financial statements the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made had been the applicable rate for the fiscal quarter ending on or about June 30entire period (taking into account any hedging obligations applicable to such Indebtedness); provided, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of repayment of any such compliance required prior Indebtedness, to the delivery referred extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized 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 clause (x) abovesuch Capitalized Lease Obligation 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, such Pro Forma Compliance or other rate, shall be determined by reference to have been based upon the maximum First Lien Net Leverage Ratio permitted for rate actually chosen, or if none, then based upon such optional rate chosen as the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) Borrower or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:Restricted Subsidiary may designate.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j1.02(i)), the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Fixed Charge Consolidated Interest Coverage Ratio Ratio, Consolidated EBITDA, Consolidated Net Income and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period Test Period to which such calculation relates, and/or subsequent to the end of such four-quarter period the applicable Test Period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating (i) the First Lien Consolidated Total Net Leverage Ratio for purposes of determining the Applicable Rate, (iii) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, or (iii) the Applicable Commitment Fee and (iv) Consolidated First Lien Net Leverage Ratio or Consolidated Interest Coverage Ratio for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of “Consolidated EBITDA”) that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effect. For purposes of determining compliance With respect to any pro forma calculations to be made in connection with any provision acquisition or investment in respect of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted relevant target are not available for the fiscal quarter most recently then ended same Test Period for which financial statements of the Borrower have been delivered (or were required pursuant to have been deliveredSection 6.01(a) in accordance with Section 6.01, or (y) in b), the case Borrower shall determine such pro forma calculations on the basis of any such compliance required prior to the delivery referred to in clause available financial statements (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted even if for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(adiffering periods) or such other basis as determined on a commercially reasonable basis by the Borrower. Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:1.11

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, the First Lien Net Leverage Ratio, Ratio and the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that that, notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), ) and (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenantfinancial covenant set forth in Section 7.10, any Specified Transaction and any related adjustment contemplated in the definition of “Pro Forma Basis Basis” (and corresponding provisions of the definition of “Consolidated EBITDA”) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance Notwithstanding the foregoing, with respect to any provision of this Agreement which requires Pro Forma Compliance with Limited Condition Acquisition only, at the Financial CovenantBorrower’s option, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted and the Total Net Leverage Ratio shall be determined, and any default or event of default blocker shall be tested, as of the date the definitive acquisition agreement for such Limited Condition Acquisition is entered into and calculated as if the fiscal quarter most recently then ended for which acquisition and other pro forma events in connection therewith were consummated on such date, provided that (i) other than as specifically provided below in this Section 1.11, the Consolidated Net Income (and any other financial statements have been delivered (or were required to have been delivereddefined term derived therefrom) in accordance with Section 6.01shall not include any Consolidated Net Income of, or (y) in attributable to, the case of target company or assets associated with any such compliance required prior Limited Condition Acquisition for usages other than in connection with the applicable transaction pertaining to such Limited Condition Acquisition unless and until the delivery referred to in clause closing of such Limited Condition Acquisition shall have actually occurred, (xii) above, such Pro Forma Compliance shall be determined by reference to the maximum determination of the First Lien Net Leverage Ratio permitted and the Total Net Leverage Ratio on or following the date of the definitive acquisition agreement and prior to the earlier of the date on which such acquisition is consummated or the definitive agreement for such acquisition is terminated shall be calculated on a pro forma basis assuming such acquisition and other pro forma events in connection therewith (including any incurrence of Indebtedness) have been consummated, and (iii) after the fiscal quarter ending June 30signing date but before the closing date for a Limited Condition Acquisition, 2014the determination of ratios and baskets for purposes not related to such Limited Condition Acquisition shall be made as if the closing date had occurred on the same date as the signing date until such earlier time on which the applicable Limited Condition Acquisition is consummated, terminated or abandoned (the proviso of this sentence shall be referred to as the “Limited Condition Acquisition Proviso”). With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.087.10) that requires compliance or Pro Forma Compliance with the Financial Covenantfinancial covenant set forth in Section 7.10, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 7.10 at such time. For purposes of making any computation referred to above:.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Consolidated Leverage Ratio, the Total Consolidated Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate), the Consolidated Senior Secured Leverage Ratio and 2.15) the Consolidated Interest Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-four quarter period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Consolidated Net Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (iy) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b), 8.11 and/or (iiz) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 8.11 (or satisfaction of a required ratio by reference to any financial covenant set forth in Section 8.11), (x) in the case of any such compliance required (or satisfaction) determined after delivery of financial statements for the fiscal quarter ending on or about June September 30, 20142019, such Pro Forma Compliance (or satisfaction) shall be determined by reference to the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.017.01(a) or (b), or (y) in the case of any such compliance required (or satisfaction) determined prior to the delivery referred to in clause (x) above, such Pro Forma Compliance (or satisfaction) shall be determined by reference to the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter ending June September 30, 20142019. With respect Notwithstanding anything to the contrary herein, for purposes of calculating the Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio at any provision time prior to the first delivery of this Agreement (other than the provisions of financial statements pursuant to Section 6.02(a7.01(a) or (b), such calculation shall be determined based on the pro forma consolidated financial statements of the Parent and its Subsidiaries delivered to the Administrative Agent prior to the Closing Date (and posted on SyndTrak for the Lenders) and thereafter, based on the most recent financial statements delivered pursuant to Section 7.087.01(a) that requires compliance or Pro Forma Compliance (b). In connection with any calculation of the Consolidated Net Leverage Ratio for purposes of determining the permissibility of the incurrence of any Indebtedness or any other transaction in connection with which Indebtedness is being incurred, (i) the proceeds of such Indebtedness shall not be counted as unrestricted cash and Cash Equivalents, and (ii) any Indebtedness being repaid with the Financial Covenant, proceeds of such compliance or Pro Forma Compliance Indebtedness substantially concurrently with the incurrence thereof shall not be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such timeconsidered outstanding. For purposes of making any computation referred to above:xlvii

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j1.02(i))) herein, the First Lien Net Leverage Ratio, the Total Senior Secured Net Leverage Ratio and the Fixed Charge Coverage Total Net Leverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.152.17) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenantfinancial covenant set forth in Section 7.11, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantfinancial covenant set forth in Section 7.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June September 30, 20142013, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June September 30, 20142013. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.087.11) that requires compliance or Pro Forma Compliance with the Financial Covenantfinancial covenant set forth in Section 7.11, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Parent Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 7.11 at such time. For purposes of making any computation referred to above:.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Consolidated Total Net Adjusted Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate) and 2.15) the Consolidated Fixed Charge Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period Measurement Period to which such calculation relates, and/or subsequent to the end of such four-quarter period Measurement Period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Consolidated Total Net Adjusted Leverage Ratio and/or the Consolidated Fixed Charge Coverage Ratio for purposes of determining (i) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b)7.11, and/or (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period Measurement Period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 20142015, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Total Net Adjusted Leverage Ratio and/or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.016.01(a) or (b), or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Total Net Adjusted Leverage Ratio and/or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter ending June 30, 20142015. With Notwithstanding anything to the contrary contained herein, (x) during the period commencing with the execution of the definitive acquisition agreement or the provision of irrevocable notice, in each case, in connection with a Limited Conditionality Accordion Transaction and ending on the earlier to occur of (A) the date of consummation of such Permitted Acquisition or such redemption or repayment and (B) the date of abandonment by the Borrower or the applicable Subsidiary of such Permitted Acquisition or such redemption or repayment, each Pro Forma Compliance Certificate (for the avoidance of doubt, excluding (1) any Compliance Certificate delivered pursuant to Section 6.02(b) and (2) the Pro Forma Compliance Certificate delivered by the Borrower to determine the permissibility of the underlying Permitted Acquisition itself (pursuant to the definition thereof)) delivered hereunder (and each other calculation on a Pro Forma Basis hereunder to determine the permissibility of a particular transaction (e.g., the incurrence of Additional Unsecured Indebtedness, etc.) shall demonstrate two (2) calculations of each of the relevant covenants set forth in Section 7.11; the first shall assume that the applicable Permitted Acquisition or redemption or repayment has been consummated and the second shall assume that such transaction has been abandoned, and, for the avoidance of doubt, with respect to any provision of this Agreement (other than particular transaction, each such calculation set forth on the provisions of Section 6.02(a) or Section 7.08) that requires compliance or applicable Pro Forma Compliance with the Financial Covenant, such compliance or Certificate must demonstrate Pro Forma Compliance in order for such transaction to be permitted, and (y) in connection with any Qualified Acquisition Pro Forma Calculation, the maximum Consolidated Total Net Adjusted Leverage Ratio that was permitted pursuant to Section 7.11(a) for the most recent fiscal quarter ended for which the Borrower was required to deliver financial statements pursuant to Section 6.01(a) or (b) shall be required regardless of whether the Lux Borrower is otherwise required deemed to comply with such covenant under the terms of Section 7.08 at such time. For be increased by 0.50 to 1.00 solely for purposes of making any computation referred such Qualified Acquisition Pro Forma Calculation (but, in no event shall such maximum Consolidated Total Net Adjusted Leverage Ratio exceed 4.50 to above:1.00).

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, financial ratios and tests, including the First Lien Net Leverage Ratio, Consolidated Cash Interest Coverage Ratio and the Consolidated Total Net [Credit Agreement] Leverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated Net Tangible Assets EBITDA or Total Assets, shall be calculated (including for purposes of Sections 2.14 and 2.15) whether or not the applicable provision references that such calculation is to be done on a “Pro Forma Basis with respect to each Specified Transaction occurring during Basis” or giving “Pro Forma Effect” or any other similar phrase) in the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculationmanner prescribed by this Section 1.07; provided that notwithstanding anything to the foregoingcontrary herein, when calculating (A) any such ratio for the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions purpose of the definition of Consolidated EBITDAApplicable Percentage, any mandatory prepayment provision hereunder or compliance with Section 8.11, the events set forth in Sections 1.07(b), 1.07(c), 1.07(d) and 1.07(e) below that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given pro forma effect and (B) any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Effect. For Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower) (it being understood that for purposes of determining pro forma compliance with Section 8.11, if no Test Period with an applicable level cited in Section 8.11 has passed, the applicable level shall be the level for the first Test Period cited in Section 8.11 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any provision financial ratio or test for purposes of this Agreement which requires (i) the definition of “Applicable Percentage” and (ii) Section 8.11 (other than for the purpose of determining Pro Forma Compliance with Section 8.11), each of which shall be based on the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements delivered pursuant to Section 7.01(a) or (b) for which a Compliance Certificate has been delivered pursuant to Section 7.02(a), as applicable, for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:relevant Test Period.

Pro Forma Calculations. Notwithstanding anything With respect to the contrary herein any period of four consecutive fiscal quarters during which any Permitted Acquisition or Significant Asset Sale occurs (subject to and for purposes of determining whether an acquisition is a Permitted Acquisition under Section 1.02(j)6.04(g) or would result in a Default or an Event of Default), the First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or Significant Asset Sale (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings (net of continuing associated expenses) to the extent such cost savings are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition or Significant Asset Sale; provided that all such adjustments should be reasonably satisfactory to the Administrative Agent and shall be set forth in a reasonably detailed certificate of a Financial Officer of Sun), using, for purposes of making such calculations, the historical financial statements of Sun and the Subsidiaries which shall be reformulated as if such Permitted Acquisition or Significant Asset Sale, and any other Permitted Acquisitions and Significant Asset Sales that have been consummated during the period, had been consummated on the first day of such period. If at any time prior to March 31, 2011, Sun shall be required to determine compliance or pro forma compliance with the covenants set forth in Section 6.11 or 6.12 (including for purposes of Sections 2.14 and 2.15Section 6.01(h) on a Pro Forma Basis with respect or 6.04(g)), the required covenant level used to each Specified Transaction occurring during test such compliance shall be the applicable four quarter period to which such calculation relates, and/or subsequent level corresponding to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoingended March 31, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:2011.

Pro Forma Calculations. Notwithstanding anything to the contrary herein contained herein, all calculations of the Consolidated Net Leverage Ratio (subject to Section 1.02(j)including for purposes of determining the Applicable Rate), the Consolidated First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Consolidated Interest Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period Measurement Period to which such calculation relates, and/or subsequent to the end of such four-quarter period Measurement Period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Consolidated Net Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (i) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b)7.11, and/or (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period Measurement Period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 20142016, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.016.01(a) or (b), or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter ending June 30, 20142016. With respect to any provision The parties hereto acknowledge and agree that for purposes of this Agreement (other than all calculations hereunder, the provisions principal amount of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance Convertible Bond Indebtedness shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 outstanding principal (or notional) amount thereof, valued at such time. For purposes of making any computation referred to above:par.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Total Consolidated Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate), the Consolidated Net Senior Leverage Ratio and 2.15) the Consolidated Interest Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable most recently completed four quarter period (4) fiscal quarters of the Borrower to which such calculation relates, and/or subsequent to the end of such four-most recently completed four (4) fiscal quarter period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Consolidated Net Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (i) determining compliance with Section 7.11 as of the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b)regular quarterly test date, and/or (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable most recently completed four (4) fiscal quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires the Borrower to demonstrate compliance on a Pro Forma Compliance Basis with the Financial Covenantany financial covenant set forth in Section 7.11, (x) in the case of any such compliance required after delivery of shall be determined by reference (A) to the financial statements for the fiscal quarter ending on most recently then ended for which financial statements have been delivered (or about June 30, 2014, such Pro Forma Compliance shall be determined by reference were required to have been delivered) in accordance with Section 6.01(a) or (b) and (B) to the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, 6.01(a) or (y) in b); provided, that prior to delivery of financial statements for the case of any fiscal quarter ending December 31, 2016, such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter ending June 30December 31, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:2016.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Consolidated Leverage Ratio, the Total Consolidated Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate), the Consolidated Senior Secured Leverage Ratio and 2.15) the Consolidated Interest Coverage Ratio shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-four quarter period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Consolidated Net Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (iy) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b), 8.11 and/or (iiz) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 8.11 (or satisfaction of a required ratio by reference to any financial covenant set forth in Section 8.11), (x) in the case of any such compliance required (or satisfaction) determined after delivery of financial statements for the fiscal quarter ending on or about June September 30, 20142019, such Pro Forma Compliance (or satisfaction) shall be determined by reference to the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.017.01(a) or (b), or (y) in the case of any such compliance required (or satisfaction) determined prior to the delivery referred to in clause (x) above, such Pro Forma Compliance (or satisfaction) shall be determined by reference to the maximum First Lien Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter ending June September 30, 20142019. With respect Notwithstanding anything to the contrary herein, for purposes of calculating the Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio at any provision time prior to the first delivery of this Agreement (other than the provisions of financial statements pursuant to Section 6.02(a7.01(a) or (b), such calculation shall be determined based on the pro forma consolidated financial statements of the Parent and its Subsidiaries delivered to the Administrative Agent prior to the First Amendment Effective Date (and posted on SyndTrak for the Lenders) and thereafter, based on the most recent financial statements delivered pursuant to Section 7.087.01(a) that requires compliance or Pro Forma Compliance (b). In connection with any calculation of the Consolidated Net Leverage Ratio for purposes of determining the permissibility of the incurrence of any Indebtedness, (i) the proceeds of such Indebtedness shall not be counted as unrestricted cash and Cash Equivalents, and (ii) any Indebtedness being repaid with the Financial Covenant, proceeds of such compliance or Pro Forma Compliance Indebtedness substantially concurrently with the incurrence thereof shall not be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:considered outstanding.

Pro Forma Calculations. Notwithstanding anything to the contrary herein contained herein, all calculations of Consolidated EBITDA, Consolidated Total Assets, the Consolidated Total Net Adjusted Leverage Ratio (subject to Section 1.02(j)including for purposes of determining the Applicable Rate), the Consolidated First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Consolidated Interest Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period Measurement Period to which such calculation relates, and/or subsequent to the end of such four-quarter period Measurement Period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Consolidated Total Net Adjusted Leverage Ratio for purposes of determining (i) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b7.11(a), and/or (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenantin any such case, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period Measurement Period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30October 1, 20142022, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Total Net Adjusted Leverage Ratio and/or the minimum Consolidated Interest Coverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.016.01(a) or Section 6.01(b), or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Total Net Adjusted Leverage Ratio and/or the minimum Consolidated Interest Coverage Ratio permitted for the fiscal quarter ending June 30October 1, 20142022. With respect Notwithstanding anything to the contrary contained herein, in connection with any provision of this Agreement (other than Qualified Acquisition Pro Forma Calculation, the provisions of maximum Consolidated Total Net Adjusted Leverage Ratio that was permitted pursuant to Section 6.02(a7.11(a) for the most recent fiscal quarter ended for which the Borrower was required to deliver financial statements pursuant to Section 6.01(a) or Section 7.086.01(b) that requires compliance or shall be deemed to be increased by 0.25 to 1.00 solely for purposes of such Qualified Acquisition Pro Forma Compliance with the Financial CovenantCalculation (but, in no event shall such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required maximum Consolidated Total Net Adjusted Leverage Ratio exceed 5.00 to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:1.00).

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, financial ratios and tests, including the First Lien Net Total Leverage Ratio, the Total Secured Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Fixed Charge Consolidated Cash Interest Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during in the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculationmanner prescribed by this Section 1.09; provided that notwithstanding anything to the foregoingcontrary in clauses (b), (c) or (d) of this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio and the Consolidated Cash Interest Coverage Ratio, each as applicable, for purposes of (i) determining the applicable percentage definition of Excess Cash Flow for purposes of Section 2.05(b), “Applicable Rate,” (ii) the definition of “Applicable Rate, ECF Percentage of Excess Cash Flow” and (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, the Financial Covenant, any Specified Transaction and any related adjustment contemplated events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) this Section 1.09 that occurred subsequent to the end of the applicable four quarter period Test Period shall not be given Pro Forma Effectpro forma effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Parent Borrower are available (as determined in good faith by the Parent Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio permitted and the Consolidated Cash Interest Coverage Ratio for purposes of the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance definition of “Applicable Rate,” the definition of “Applicable ECF Percentage of Excess Cash Flow” and determining actual compliance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement 7.11 (other than for the provisions purpose of determining pro forma compliance with Section 6.02(a7.11), each of which shall be based on the financial statements delivered pursuant to Section 6.01(a) or Section 7.08) that requires compliance or Pro Forma Compliance with (b), as applicable, for the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:relevant Test Period.

Pro Forma Calculations. All calculations permitted or required to be made on a Pro Forma Basis by Holdings, the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that (a) would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, or (b) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions, which assumptions are written in a reasonably detailed manner and are reasonably acceptable to the Administrative Agent. Notwithstanding anything to the contrary herein (subject herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to Section 1.02(j))any period during which any Specified Transaction occurs, the First Lien Total Net Leverage Ratio, the Total Secured Leverage Ratio, the Interest Coverage Ratio and the ratio set forth in Section 2.22(c) shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis. For the avoidance of doubt, (i) in the case of any test other than compliance with the Financial Covenants and the Total Net Leverage Ratio and used in determining the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets applicable Excess Cash Flow Percentage, such test shall be calculated on a Pro Forma Basis taking into account all Specified Transactions that have occurred from the beginning of the most recently completed Calculation Period through the date of such test, and (including for purposes ii) in the case of Sections 2.14 the Financial Covenants and 2.15) the Total Net Leverage Ratio used in determining the applicable Excess Cash Flow Percentage, such test shall be calculated on a Pro Forma Basis taking into account all Specified Transactions that have occurred during the applicable Calculation Period. Any reference to compliance on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case Covenants as of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required date prior to the delivery referred last day of the initial Calculation Period with respect to in clause (x) above, such Pro Forma Compliance which the Financial Covenants are applicable shall be determined by reference refer to the maximum First Lien Net Leverage Ratio permitted covenant levels applicable for the fiscal quarter ending June 30first period specified in Sections 6.10 and 6.11, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:as applicable.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j1.02(i))) herein, the First Lien Net Leverage Ratio, the Total Senior Secured Net Leverage Ratio and the Fixed Charge Coverage Total Net Leverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.152.17) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenantfinancial covenant set forth in Section 7.11, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantfinancial covenant set forth in Section 7.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June September 30, 20142013, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June September 30, 20142013. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.087.11) that requires compliance or Pro Forma Compliance with the Financial Covenantfinancial covenant set forth in Section 7.11, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Dutch Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 7.11 at such time. For purposes of making any computation referred to above:.

Pro Forma Calculations. Notwithstanding anything With respect to any period during which the contrary herein (subject to Section 1.02(j))Transactions or any Specified Transaction occurs, for purposes of determining the First Lien Applicable Rate in respect of such period, calculation of the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and Consolidated Secured Leverage Ratio or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma Basis; provided that, in connection with any Specified Transaction that is a Limited Condition Transaction, for purposes of determining compliance with any test or covenant contained in this Agreement during any period which requires the Fixed Charge Coverage Ratio calculation of any of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”) the date of determination for calculation of any such ratios or baskets shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent fiscal quarter for which financial statements are available ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shallbe deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Net Tangible EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested both (including for purposes of Sections 2.14 and 2.15i) on a Pro Forma Basis with respect to each Specified assuming such Limited Condition Transaction occurring during and other transactions in connection therewith (including any incurrence of Indebtedness and the applicable four quarter period to which such calculation relates, and/or subsequent to the end use of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (iproceeds thereof) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), have been consummated and (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified stand-alone basis without giving effect to such Limited Condition Transaction and any related adjustment contemplated other transactions in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:connection therewith.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))contained herein, all calculations of the First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 determining the Applicable Rate), the Consolidated Total Net Leverage Ratio (including and 2.15) for purposes of compliance with Section 7.11), and the Consolidated Fixed Charge Coverage Ratio, in each case, shall be made on a Pro Forma Basis with respect to each all Specified Transaction Transactions occurring during the applicable four quarter period Measurement Period to which such calculation relates, and/or subsequent to the end of such four-quarter period Measurement Period but not later than the date of such calculation; provided that provided, that, notwithstanding the foregoing, when calculating the First Lien Consolidated Total Leverage Ratio, the Consolidated Total Net Leverage Ratio Ratio, or the Consolidated Fixed Charge Coverage Ratio, in each case, for purposes of determining (i) determining the applicable percentage of Excess Cash Flow for purposes of compliance with Section 2.05(b)7.11, and/or (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period Measurement Period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantany financial covenant set forth in Section 7.11, (xA) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30October 31, 20142018, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Total Net Leverage Ratio and/or the minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.016.01(a) or (b), as applicable, or (yB) in the case of any such compliance required prior to the delivery referred to in clause (xA) above, such Pro Forma Compliance shall be determined by reference to (x) the Pro Forma Financial Statements, and (y) the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:48 CHAR1\1940028v1CHAR1\1940028v4

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j1.02(i)), the First Lien Consolidated Cash Interest Expense, Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Net Leverage Ratio, the Consolidated Total Assets, Consolidated Total Net Leverage Ratio and Ratio, Four Quarter Consolidated EBITDA, Fixed Charges and/or Pro Forma Cost Savings of the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets Borrower shall be calculated (including including, in each case, for purposes of Sections 2.14 and 2.15Section 2.14) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than (including, with respect to any proposed Investment or acquisition pursuant to Rule 2.7 of The City Code on Takeovers and Mergers (or a similar arrangement) for which committed financing is obtained or is sought to be obtained, the date of relevant determination or calculation may be made with respect to an event occurring or intended to occur subsequent to such calculationfour-quarter period); provided that notwithstanding the foregoing, when calculating the First Lien Consolidated Secured Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iiiii) the Applicable Commitment Fee and (iviii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For Notwithstanding anything to the contrary contained herein, for purposes of determining compliance calculating any leverage ratio herein in connection with the incurrence of any provision Indebtedness or the issuance of any Disqualified Stock or Preferred Stock there shall be no netting of the cash proceeds proposed to be received in connection with the incurrence of such Indebtedness or the issuance of any Disqualified Stock or Preferred Stock. Notwithstanding anything in this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien contrary but subject to the immediately succeeding sentence, in calculating the 118 Consolidated Secured Net Leverage Ratio permitted for and/or Consolidated Total Net Leverage Ratio, the fiscal quarter most recently Borrower shall treat any revolving facility then ended for which financial statements have been delivered being established (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case amount of any increase thereof) as fully drawn and, if such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Consolidated Secured Net Leverage Ratio permitted for and/or Consolidated Total Net Leverage Ratio, as applicable, is satisfied with respect thereto at such time, any subsequent borrowing or other incurrence thereunder, not in excess of the fiscal quarter ending June 30aggregate amount attributable to such revolving facility and included in such calculation, 2014shall not be deemed as an incurrence of additional Indebtedness at such subsequent time. With respect to Except as expressly otherwise provided in the immediately preceding sentence, when calculating any provision of test, financial ratio, basket or covenant under this Agreement or any other Loan Document (including, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio or any other leverage ratio), no undrawn amounts under any revolving credit facility, working capital facility or line of credit (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or any revolving credit commitments being incurred and tested on a Pro Forma Compliance with Basis at such applicable time for purposes of incurring such revolving credit commitments at such time under any such leverage ratio test in the Financial CovenantCredit Agreement, such compliance but not in any other instance or Pro Forma Compliance circumstance) shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:included as Indebtedness, Consolidated Funded Indebtedness or Consolidated Funded Secured Indebtedness thereunder.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j)), the First Lien Net Leverage Ratioherein, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that that, notwithstanding the foregoing, when calculating the First Lien Net Total Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), 2.04(b) and (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenantfinancial covenant set forth in Section 7.10, any Specified Transaction and any related adjustment contemplated in the definition of “Pro Forma Basis Basis” (and corresponding provisions of the definition of “Consolidated EBITDA”) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For Notwithstanding the foregoing, for the purposes of determining compliance Sections 2.13 (other than in connection with an Revolving Credit Commitment Increase) and 7.02(i), with respect to any provision of this Agreement Limited Condition Acquisition only, at Parent’s option (which requires Pro Forma Compliance with the Financial Covenant, (x) election shall be made in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending writing by Parent on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery date the definitive acquisition agreement is entered into with respect to such Limited Condition Acquisition), the Total Leverage Ratio shall be determined, and any default or event of default blocker shall be tested, as of the date the definitive acquisition agreement for such Limited Condition Acquisition is entered into and calculated as if such Limited Condition Acquisition and other pro forma events in connection therewith were consummated on such date, provided that (i) other than as specifically provided below in this Section 1.10 the Consolidated Net Income (and any other financial defined term derived therefrom) shall not include any Consolidated Net Income of, or attributable to, the target company or assets associated with any such Limited Condition Acquisition for usages other than in connection with the applicable transaction pertaining to such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred, (ii) the determination of the Total Leverage Ratio under this Agreement on or following the date of the definitive acquisition agreement and prior to the earlier of the date on which such acquisition is consummated or the definitive agreement for such acquisition is terminated, shall be calculated on a pro forma basis assuming such acquisition and other pro forma events in connection therewith (including any incurrence of Indebtedness) have been consummated unless, for purposes not related to such Limited Condition Acquisition, such calculation would result in a lower Total Leverage Ratio, and (iii) after the signing date but before the closing date for a Limited Condition Acquisition, the determination of ratios and baskets for purposes not related to such Limited Condition Acquisition shall be made as if the closing date had occurred on the same date as the signing date until such earlier time on which the applicable Limited Condition Acquisition is consummated, terminated or abandoned , other than to the extent such treatment would result in an increase to availability under any basket or reduction in any ratio (the proviso of this sentence shall be referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to as the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014“Limited Condition Acquisition Proviso”). With respect to any provision of this 52 Table of Contents Agreement (other than the provisions of Section 6.02(a) or Section 7.087.10) that requires compliance or Pro Forma Compliance with the Financial Covenantfinancial covenant set forth in Section 7.10 prior to the end of the first full fiscal quarter after the Closing Date, such compliance or Pro Forma Compliance shall be required regardless with the financial covenant set forth in Section 7.10 at the end of whether the Lux Borrower is otherwise required to comply with such covenant under first full fiscal quarter after the terms of Section 7.08 at such time. For purposes of making any computation referred to above:Closing Date.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (subject to Section 1.02(j))herein, the First Lien Net Leverage Ratio, the Total Senior Secured Net Leverage Ratio and the Fixed Charge Coverage Total Net Leverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.152.17) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenantfinancial covenant set forth in Section 7.11, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenantfinancial covenant set forth in Section 7.11, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June September 30, 20142013, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June September 30, 20142013. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.087.11) that requires compliance or Pro Forma Compliance with the Financial Covenantfinancial covenant set forth in Section 7.11, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Dutch Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 7.11 at such time. For purposes of making any computation referred to above:.