Common use of Pro Forma Calculations Clause in Contracts

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in Section 1.09(b), (c) or (d), when calculating the Consolidated First Lien Net Leverage Ratio for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro 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 for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance with 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 statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) For purposes of calculating any financial ratio or test, or basket that is based on a percentage of Consolidated EBITDA, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.09(a), 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 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. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational change, 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, operating initiatives, other operating improvements 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, operating initiatives, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (vii) of the definition of Consolidated EBITDA. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, 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 or line of credit unless accompanied by a permanent commitment reduction), (i) during the applicable Test Period or (ii) subject to Section 1.09(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. (e) At any time prior to the first applicable test date under Section 7.11, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time. (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy of representations and warranties) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) and if, after such ratios and other provisions are measured or determined on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with on such date; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in such ratio or basket (including due to fluctuations in Consolidated EBITDA of the Borrower or the target of any Limited Condition Transaction or any incurrence of Indebtedness, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transaction, such ratios, baskets and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) or basket availability with respect to any other Specified Transaction on or following the relevant LCT 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 or is otherwise revoked or withdrawn by the Borrower, any such ratio or basket shall be calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.07; provided provided, that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)f) of this Section 1.07, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Rate”, and (ii) Section 6.12 (other than for the purpose of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.116.12), the events described in this Section 1.09 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect and cash and Permitted Investments included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma effectcalculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro 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 ) (it being understood that for purposes of calculating the Consolidated First Lien Net Leverage Ratio for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance Pro Forma Compliance with Section 7.11 (other than 6.12, if no Test Period with an applicable level cited in Section 6.12 has passed, the applicable level shall be the level for the purpose of determining pro forma compliance first Test Period cited in Section 6.12 with Section 7.11), 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, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(aan indicated level). (b) For purposes of calculating any financial ratio or test, test or basket that is based on a percentage of compliance with any covenant determined by reference to Consolidated EBITDAEBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.07) that (i) have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)clause (a) above, have been made subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last 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 1.091.07, then such financial ratio or test (or Total Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.07. (c) Whenever pro forma effect Pro Forma Effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeTransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and, in the case of any “Test Period” determined by reference to internal financial statements of the Borrower (as opposed to the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)), as set forth in a certificate of a responsible financial or accounting officer of the Borrower (with supporting calculations), and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions takenresulting from or relating to, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 Specified Transaction (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 the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (vii) of permitted by the definition of “Consolidated EBITDA.” (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, amortizationretirement, retirement discharge, defeasance or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid (other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility or line of credit unless accompanied by a permanent commitment reductionsuch Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to Section 1.09(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 Pro Forma Effect to such incurrence incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or repayment extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) At [Reserved] (f) As relates to any time prior to the first applicable test date under Section 7.11action being taken solely in connection with a Limited Condition Transaction, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time.purposes of: (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than the Financial Covenant) which requires that no Default the calculation of any financial ratio or Event of Default has occurredtest, is continuing including the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Total Net Leverage Ratio, or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or would result therefrom or requiring the accuracy of representations and warranties) Total Assets), in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shalleach case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) ), and if, after such ratios and other provisions are measured or determined on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Transaction (and the other Specified Transactions transactions to be entered into in connection therewith (therewith, including any incurrence of Indebtedness and the use of proceeds thereof) , as if they had occurred at on the beginning first day of the four consecutive fiscal quarter period being used to calculate such financial ratio most recent Test Period ending prior to the LCT Test DateDate (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last day of such Test Period)), the Borrower could or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratios and provisionsratio, test or basket, such provisions ratio, test or basket shall be deemed to have been complied with on such datewith; provided that, that if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of such ratios the ratios, tests or baskets are exceeded for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket (basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the target of any Person subject to such Limited Condition Transaction or any incurrence of IndebtednessTransaction, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transactionaction, such ratiosbaskets, baskets and other provisions tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactionsfluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excludingratio, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other Specified Transaction on transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT 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 or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction or is otherwise revoked or withdrawn by the Borrowerpermitted under this Agreement, any such ratio ratio, test or basket shall be calculated (and tested) required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio, the First Lien Net Leverage Ratio and the compliance with covenants determined by reference to Consolidated First Lien Net Leverage RatioAdjusted EBITDA or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 1.091.08; provided that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)e) of this Section 1.08, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable ECF Percentage” and (ii) Section 6.08 (other than for the purpose of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.116.08), the events described in this Section 1.09 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given Pro 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 effectcalculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro 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 for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance with 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 statements have been delivered to Administrative Agent pursuant to Section 6.01(a5.01(b) or (bc), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets, or basket that is based on a percentage of Consolidated EBITDA, any Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.08) that have been made consummated (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)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 a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA Adjusted EBITDA, Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, on the last 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 1.091.08, then such financial ratio or test (or Consolidated Total Assets ) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.08. (c) Whenever pro forma effect Pro Forma Effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeTransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer an Authorized Officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements 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, operating initiatives, other operating improvements initiatives and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 resulting from or relating to any action taken, committed to be taken or expected to be taken Specified Transaction (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 the Transactions), such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements in a manner permitted under and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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, without duplication with respect to such period; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (viii)(r) of the definition of Consolidated Adjusted EBITDA. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, 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 or line of credit (for ordinary course working capital draws and repayments) unless accompanied by a permanent commitment reductionsuch Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to Section 1.09(aclause (a) above, 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 Pro Forma Effect to such incurrence or repayment of Indebtedness, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) At any time It is hereby agreed that (x) for purposes of determining pro forma compliance prior to the first Fiscal Quarter ended March 31, 2017, the applicable test date under Section 7.11, any provision requiring the covenant level for determining such pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 covenant level used for March 31, 2017 and (y) to the extent any determination of a covenant or ratio prior to the date on which financial statements have been delivered for the first Test Period set forth in Fiscal Year ending December 31, 2016 pursuant to Section 7.11 is required with respect to 5.01(c), any such calculation or determination shall be based on the most recent Test Period prior to such timeHistorical Financial Statements. (f) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than the Financial Covenant) which requires that no the calculation of any financial ratio or test, including the First Lien Net Leverage Ratio and the Total Net Leverage Ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets and baskets subject to Default or and Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy of representations and warranties) conditions); in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shalleach case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder (or any requirement, representation or warranty or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default (other than with respect to a condition that no Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing which shall be tested on the date of the consummation of such Limited Condition Transaction))) shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) ), and if, after such ratios and other provisions are measured or determined on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Transaction (and the other Specified Transactions transactions to be entered into in connection therewith (including therewith), Borrower or any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used its Restricted Subsidiaries would have been permitted to calculate such financial ratio ending prior to the LCT Test Date, the Borrower could have taken take such action on the relevant LCT Test Date in compliance with such ratios ratio, test or basket (and provisionsany related requirements and conditions), such provisions ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with on such date; provided that, if financial statements for one (or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Datesatisfied). For the avoidance of doubt, (x) if Borrower has made an LCT Election and any of such ratios the ratios, tests or baskets are exceeded for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket (basket, including due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets of the Borrower or the target of any Person subject to such Limited Condition Transaction or any incurrence of IndebtednessTransaction, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transactionaction, such ratiosbaskets, baskets and other provisions tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactionsfluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excludingratio, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of Restricted Debt Payments, the making of any Investment, mergers, the conveyance, lease or other Specified Transaction on transfer of all or substantially all of the assets of any Restricted Subsidiary, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (x) the date on which such Limited Condition Transaction is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction or is otherwise revoked or withdrawn by the Borrowerpermitted under this Agreement, any such ratio ratio, test or basket shall be calculated (and tested) required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio and the compliance with covenants determined by reference to Consolidated First Lien Net Leverage RatioAdjusted EBITDA or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 1.091.08; provided that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)e) of this Section 1.08, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Margin”; (ii) the definition of “Applicable ECF Percentage” and (iii) Section 6.08 (other than for the purpose of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.116.08), the events described in this Section 1.09 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given Pro 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 not be “netted” in the pro forma effectcalculation of any applicable ratio or test (including compliance with covenants defined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets). In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro 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 for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance with 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 statements have been delivered to Administrative Agent pursuant to Section 6.01(a5.01(b) or (bc), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets, or basket that is based on a percentage of Consolidated EBITDA, any Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.08) that have been made consummated (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)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 a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA Adjusted EBITDA, Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, on the last 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 any 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 1.091.08, then such financial ratio or test (or Consolidated Total Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.08. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational change, 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, operating initiatives, other operating improvements 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, operating initiatives, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (vii) of the definition of Consolidated EBITDA. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, 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 or line of credit unless accompanied by a permanent commitment reduction), (i) during the applicable Test Period or (ii) subject to Section 1.09(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. (e) At any time prior to the first applicable test date under Section 7.11, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time. (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy of representations and warranties) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) and if, after such ratios and other provisions are measured or determined on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with on such date; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in such ratio or basket (including due to fluctuations in Consolidated EBITDA of the Borrower or the target of any Limited Condition Transaction or any incurrence of Indebtedness, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transaction, such ratios, baskets and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) or basket availability with respect to any other Specified Transaction on or following the relevant LCT 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 or is otherwise revoked or withdrawn by the Borrower, any such ratio or basket shall be calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio, and compliance with covenants determined by reference to Consolidated First Lien Net Leverage RatioEBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.06; provided provided, that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)e) of this Section 1.06, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Rate”, and (ii) Section 6.12 (other than for the purpose of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.116.12), the events described in this Section 1.09 1.06 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect and cash and Permitted Investments included on the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma effectcalculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro 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 Holdings are available (as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply ) (it being understood that for purposes of calculating the Consolidated First Lien Net Leverage Ratio for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance Pro Forma Compliance with Section 7.11 (other than 6.12, if no Test Period with an applicable level cited in Section 6.12 has passed, the applicable level shall be the level for the purpose of determining pro forma compliance first Test Period cited in Section 6.12 with Section 7.11), 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, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(aan indicated level). (b) For purposes of calculating any financial ratio or test, test or basket that is based on a percentage of compliance with any covenant determined by reference to Consolidated EBITDAEBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.06) that (i) have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)clause (a) above, have been made subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last 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 Holdings 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 1.091.06, then such financial ratio or test (or Total Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.06. (c) Whenever pro forma effect Pro Forma Effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeTransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and, in the case of any “Test Period” determined by reference to internal financial statements of Holdings (as opposed to the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)), as set forth in a certificate of a responsible financial or accounting officer of the Borrower (with supporting calculations), and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions takenresulting from or relating to, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 Specified Transaction (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 the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (vii) of permitted by the definition of “Consolidated EBITDA.” (d) In the event that the Borrower Holdings or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, amortizationretirement, retirement discharge, defeasance or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid (other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility or line of credit unless accompanied by a permanent commitment reductionsuch Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to Section 1.09(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 Pro Forma Effect to such incurrence incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or repayment extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) At As relates to any time prior to the first applicable test date under Section 7.11action being taken solely in connection with a Limited Condition Transaction, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time.purposes of: (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than the Financial Covenant) which requires that no Default the calculation of any financial ratio or Event of Default has occurredtest, is continuing including the First Lien Net Leverage Ratio, Secured Net Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio, or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or would result therefrom or requiring the accuracy of representations and warranties) Total Assets), in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shalleach case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) ), and if, after such ratios and other provisions are measured or determined on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Transaction (and the other Specified Transactions transactions to be entered into in connection therewith (therewith, including any incurrence of Indebtedness and the use of proceeds thereof) , as if they had occurred at on the beginning first day of the four consecutive fiscal quarter period being used to calculate such financial ratio most recent Test Period ending prior to the LCT Test DateDate (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last day of such Test Period)), the Borrower could would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratios and provisionsratio, test or basket, such provisions ratio, test or basket shall be deemed to have been complied with on such datewith; provided that, that if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of such ratios the ratios, tests or baskets are exceeded for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket (basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the target of any Person subject to such Limited Condition Transaction or any incurrence of IndebtednessTransaction, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transactionaction, such ratiosbaskets, baskets and other provisions tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactionsfluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excludingratio, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other Specified Transaction on transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT 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 or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction or is otherwise revoked or withdrawn by the Borrowerpermitted under this Agreement, any such ratio ratio, test or basket shall be calculated (and tested) required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio, the Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated First Lien Net Leverage RatioAdjusted EBITDA (including any component definitions thereof) or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 1.091.08; provided that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)e) of this Section 1.08, (i) when calculating the Consolidated First Lien Net Leverage Ratio 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 and (ii) for the purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.11Financial Covenant as evidenced by a Compliance Certificate, any Subject Transaction occurring after the events described in this Section 1.09 that occurred subsequent last day of the relevant Test Period and prior to the end delivery of the applicable Test Period Compliance Certificate with respect thereto shall not be given pro forma effectdisregarded. 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 (which internal financial statements, for the avoidance of doubt, shall include an unaudited consolidated balance sheet, unaudited consolidated cash flow statement and unaudited consolidated statement of income of the Borrower Agent and its Subsidiaries, to the extent such financial statements are applicable with respect to the calculation of such financial ratio or test) of the Borrower Agent and its Subsidiaries 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 for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance with 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 statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(aBorrower Agent). (b) For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets, or basket that is based on a percentage of Consolidated EBITDA, Specified Subject Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.08) that (i) have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)clause (a) above, have been made subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Subject Transactions (and any increase or decrease in Consolidated EBITDA Adjusted EBITDA, Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Subject Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, on the last 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 a Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Subject Transaction that would have required adjustment pursuant to this Section 1.091.08, then such financial ratio or test (or Consolidated Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.08. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeSubject Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower Agent and, in the case of any “Test Period” determined by reference to internal financial statements (which internal financial statements, for the avoidance of doubt, shall include an unaudited consolidated balance sheet, unaudited consolidated cash flow statement and unaudited consolidated statement of income of the Borrower Agent and its Subsidiaries, to the extent such financial statements are applicable with respect to the calculation of such financial ratio or test) of the Borrower Agent (as opposed to the financial statements most recently delivered pursuant to Section 5.01(b) or Section 5.01(c), as set forth in a certificate of a responsible financial or accounting officer of the Borrower Agent (with supporting calculations), and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies resulting from or relating to, any Subject Transaction (including the Transactions) which is being given pro forma effect that have been realized or are projected by the Borrower in good faith to be realized as a result (in the good faith determination of specified actions taken, committed to be taken or expected to be taken the Borrower Agent) (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies were realized during the entirety of such period) period and “run-rate” means the full recurring projected benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings or other benefits expected to result from the elimination of a public target’s compliance costs with public company requirementsPublic Company Costs) net of the amount of actual savings or other benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such any financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Subject Transaction is given pro forma effect) and during any applicable subsequent Test Period in which the effects thereof are expected to be realized realized) relating to the Transactions, such Specified Transaction or such implementation of an operational initiative or operational changeSubject Transaction; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements amounts are reasonably identifiable and synergies are factually supportable in the good faith judgment of the BorrowerBorrower Agent, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to amounts result from the actions taken or actions with respect to which substantial steps have been taken or are expected to be taken (in the good faith judgment determination of the Borrower within 18 Agent) no later than eighteen (18) months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational changeSubject Transaction, (C) no amounts shall be added pursuant to this Section 1.09(cclause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAAdjusted EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; period and (D) the aggregate amount of any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies such amounts added back pursuant to this Section 1.09(cclause (c) (other than in connection with any mergers, business combinations, acquisitions or divestures) shall be subject not exceed, together with any amounts added back pursuant to the limitation set forth in the last proviso to clause clauses (viix) and (xi) of the definition of Consolidated Adjusted EBITDA, 25.0% of Consolidated Adjusted EBITDA in any four-Fiscal Quarter period (calculated before giving effect to any such add-backs and adjustments). (d) In the event that the a Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by purchase, redemption, repayment, amortization, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility or line of credit unless accompanied by a permanent commitment reductionsuch Indebtedness has been permanently repaid (and related commitments terminated) and not replaced), (i) during the applicable Test Period or (ii) subject to Section 1.09(a) paragraph (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 (including the intended use of proceeds) or repayment of Indebtedness, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) At If any time prior to the first applicable test date under Section 7.11, any provision requiring the Indebtedness bears a floating rate of interest and is being given pro forma compliance with Section 7.11 effect, the interest on such Indebtedness shall be made assuming that compliance with calculated as if the Consolidated First Lien Net Leverage Ratio set forth rate in Section 7.11 effect on the date of the event for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time. (i) In connection with which the calculation of the Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio or is made had been the Consolidated Total Net Leverage Ratio, as applicable, applicable rate for purposes of calculating the entire period (taking into account any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given interest hedging arrangements applicable to such amounts incurredIndebtedness); provided, or transactions entered into or consummated pursuant in the case of repayment of any Indebtedness, to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement the extent actual interest related thereto was included during all or any Loan Document to portion of the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy of representations and warranties) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transactionapplicable Test Period, the date of determination actual interest may be used for the applicable portion of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) and if, after such ratios and other provisions are measured or determined on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with on such date; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in such ratio or basket (including due to fluctuations in Consolidated EBITDA of the Borrower or the target of any Limited Condition Transaction or any incurrence of Indebtedness, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transaction, such ratios, baskets and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) or basket availability with respect to any other Specified Transaction on or following the relevant LCT 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 or is otherwise revoked or withdrawn by the Borrower, any such ratio or basket shall be calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.Period

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio and the compliance with covenants determined by reference to Consolidated First Lien Net Leverage RatioAdjusted EBITDA or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 1.091.08; provided that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)e) of this Section 1.08, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Margin”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 6.08 (other than for the purpose of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.116.08), the events described in this Section 1.09 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given Pro 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 effectcalculation of any applicable ratio or test (including compliance with covenants defined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets). In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro 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 for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance with 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 statements have been delivered to Administrative Agent pursuant to Section 6.01(a5.01(b) or (bc), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) ii. For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets, or basket that is based on a percentage of Consolidated EBITDA, any Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.08) that have been made consummated (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)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 a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA Adjusted EBITDA, Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, on the last 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 any 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 1.091.08, then such financial ratio or test (or Consolidated Total Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.08. (cb) Whenever pro forma effect Pro Forma Effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeTransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer an Authorized Officer of the applicable Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements 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, operating initiatives, other operating improvements initiatives and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 resulting from or relating to any action taken, committed to be taken or expected to be taken Specified Transaction (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 the Transactions), such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements in a manner permitted under and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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, without duplication with respect to such period; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (viii)(r) of the definition of Consolidated Adjusted EBITDA. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, 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 or line of credit unless accompanied by a permanent commitment reduction), (i) during the applicable Test Period or (ii) subject to Section 1.09(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. (e) At any time prior to the first applicable test date under Section 7.11, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time. (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy of representations and warranties) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) and if, after such ratios and other provisions are measured or determined on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with on such date; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in such ratio or basket (including due to fluctuations in Consolidated EBITDA of the Borrower or the target of any Limited Condition Transaction or any incurrence of Indebtedness, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transaction, such ratios, baskets and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) or basket availability with respect to any other Specified Transaction on or following the relevant LCT 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 or is otherwise revoked or withdrawn by the Borrower, any such ratio or basket shall be calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.07; provided provided, that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)f) of this Section 1.07, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Rate”, and (ii) Section 6.12 (other than for the purpose of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.116.12), the events described in this Section 1.09 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect and cash and Permitted Investments included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma effectcalculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro 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 ) (it being understood that for purposes of calculating the Consolidated First Lien Net Leverage Ratio for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance Pro Forma Compliance with Section 7.11 (other than 6.12, if no Test Period with an applicable level cited in Section 6.12 has passed, the applicable level shall be the level for the purpose of determining pro forma compliance first Test Period cited in Section 6.12 with Section 7.11), 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, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(aan indicated level). (b) For purposes of calculating any financial ratio or test, test or basket that is based on a percentage of compliance with any covenant determined by reference to Consolidated EBITDAEBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.07) that (i) have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)clause (a) above, have been made subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last 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 1.091.07, then such financial ratio or test (or Total Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.07. (c) Whenever pro forma effect Pro Forma Effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeTransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and, in the case of any “Test Period” determined by reference to internal financial statements of the Borrower (as opposed to the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)), as set forth in a certificate of a responsible financial or accounting officer of the Borrower (with supporting calculations), and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions takenresulting from or relating to, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 Specified Transaction (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 the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (vii) of permitted by the definition of “Consolidated EBITDA.” (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, amortizationretirement, retirement discharge, defeasance or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid (other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility or line of credit unless accompanied by a permanent commitment reductionsuch Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to Section 1.09(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 Pro Forma Effect to such incurrence incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or repayment extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) At [Reserved] (f) As relates to any time prior to the first applicable test date under Section 7.11action being taken solely in connection with a Limited Condition Transaction, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time.purposes of: (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than the Financial Covenant) which requires that no Default the calculation of any financial ratio or Event of Default has occurredtest, is continuing including the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Total Net Leverage Ratio, or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or would result therefrom or requiring the accuracy of representations and warranties) Total Assets), in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shalleach case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) ), and if, after such ratios and other provisions are measured or determined on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Transaction (and the other Specified Transactions transactions to be entered into in connection therewith (therewith, including any incurrence of Indebtedness and the use of proceeds thereof) , as if they had occurred at on the beginning first day of the four consecutive fiscal quarter period being used to calculate such financial ratio most recent Test Period ending prior to the LCT Test DateDate (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last day of such Test Period)), the Borrower could or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratios and provisionsratio, test or basket, such provisions ratio, test or basket shall be deemed to have been complied with on such datewith; provided that, that if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of such ratios the ratios, tests or baskets are exceeded for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket (basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the target of any Person subject to such Limited Condition Transaction or any incurrence of IndebtednessTransaction, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transactionaction, such ratiosbaskets, baskets and other provisions tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactionsfluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excludingratio, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other Specified Transaction on transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT 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 or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction or is otherwise revoked or withdrawn by the Borrowerpermitted under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied (and testedi) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio and the compliance with covenants determined by reference to Consolidated First Lien Net Leverage RatioAdjusted EBITDA or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 1.091.08; provided that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)e) of this Section 1.08, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Margin”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 6.08 (other than for the purpose of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.116.08), the events described in this Section 1.09 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given Pro 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 effectcalculation of any applicable ratio or test (including compliance with covenants defined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets). In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro 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 for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance with 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 statements have been NAI-1537241654v2 delivered to Administrative Agent pursuant to Section 6.01(a5.01(b) or (bc), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets, or basket that is based on a percentage of Consolidated EBITDA, any Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.08) that have been made consummated (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)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 a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA Adjusted EBITDA, Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, on the last 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 any 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 1.091.08, then such financial ratio or test (or Consolidated Total Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.08. (c) Whenever pro forma effect Pro Forma Effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeTransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer an Authorized Officer of the applicable Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements 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, operating initiatives, other operating improvements initiatives and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 resulting from or relating to any action taken, committed to be taken or expected to be taken Specified Transaction (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 the Transactions), such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements in a manner permitted under and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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, without duplication with respect to such period; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (viii)(r) of the definition of Consolidated Adjusted EBITDA. (d) In the event that the Initial Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, 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 or line of credit (for ordinary course working capital draws and repayments) unless accompanied by a permanent commitment reductionsuch Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to Section 1.09(aclause (a) above, 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 Pro Forma Effect to such incurrence or repayment of Indebtedness, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) At any time It is hereby agreed that (x) for purposes of determining pro forma compliance prior to the first Fiscal Quarter ended September 30, 2021, the applicable test date under Section 7.11, any provision requiring the covenant level for determining such pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 covenant level used for September 30, 2021 and (y) to the extent any determination of a covenant or ratio prior to the date on which financial statements have been delivered for the first Test Period set forth in Fiscal Quarter ending March 31, 2021 pursuant to Section 7.11 is required with respect to 5.01(b), any such calculation or determination shall be based on the most recent Test Period prior to such timeHistorical Financial Statements. (f) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than the Financial Covenant) which requires that no the calculation of any financial ratio or test, including the Total Net Leverage Ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets and baskets subject to Default or and Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy of representations and warranties) conditions); in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shalleach case, at the option of the Borrower Representative (the BorrowerBorrower Representative’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder (or any requirement, representation or warranty or condition therefor is complied with or satisfied (including as to the absence of any continuing NAI-1537241654v2 Default or Event of Default (other than with respect to a condition that no Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing which shall be tested on the date of the consummation of such Limited Condition Transaction)) shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) ), and if, after such ratios and other provisions are measured or determined on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Transaction (and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Datetherewith), the Borrower could Borrowers or any of their respective Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratios ratio, test or basket (and provisionsany related requirements and conditions), such provisions ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with on such date; provided that, if financial statements for one (or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Datesatisfied). For the avoidance of doubt, (x) if the Borrower Representative has made an LCT Election and any of such ratios the ratios, tests or baskets are exceeded for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket (basket, including due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets of the Borrower Borrowers or the target of any Person subject to such Limited Condition Transaction or any incurrence of IndebtednessTransaction, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transactionaction, such ratiosbaskets, baskets and other provisions tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactionsfluctuations. If the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excludingratio, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of Restricted Debt Payments, the making of any Investment, mergers, the conveyance, lease or other Specified Transaction on transfer of all or substantially all of the assets of any Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (x) the date on which such Limited Condition Transaction is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction or is otherwise revoked or withdrawn by the Borrowerpermitted under this Agreement, any such ratio ratio, test or basket shall be calculated (and tested) required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) in the case of any Restricted Payment, assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio, the Fixed Charge Coverage Ratio, the Secured Net Leverage Ratio and the Consolidated First Lien Senior Secured Net Leverage Ratio, Ratio shall be calculated in the manner prescribed by this Section 1.091.11; provided that notwithstanding anything to the contrary in this Section 1.09(b), (c) or (d)1.11, when calculating the Consolidated First Lien Secured Net Leverage Ratio for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the any covenant pursuant to Section 7.116.14(a), in each case, the events described in this Section 1.09 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro 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 Lead Borrower are available (as determined in good faith by the Lead Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated First Lien Secured Net Leverage Ratio for purposes of the definition of “Applicable ECF PercentageRate” and or determining actual compliance with Section 7.11 6.14(a) (other than for the purpose of determining pro forma compliance Pro Forma Compliance with the financial covenants set forth in Section 7.116.14(a), each of which shall be based on the financial statements delivered pursuant to Section 6.01(aSections 5.01(a) or (b), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) For purposes of calculating any financial ratio or test, test or basket that is based on a percentage of Consolidated EBITDAAdjusted EBITDA or Consolidated Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit1.11(d)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.09(a1.11(a), subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA Adjusted EBITDA, Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Consolidated Total Assets, the last 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 any Borrower or any of its the Lead Borrower’s other Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.11, then such financial ratio or test (or the calculation of Consolidated Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.11. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction or Transaction, the implementation of an operational initiative or operational change, the pro forma calculations (i) shall be made in good faith by a responsible financial or accounting officer Responsible Officer of the Lead Borrower and (ii) may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating expense improvements and cost synergies resulting from, or relating to, such initiative or change, such Transaction or such Specified Transaction projected by the Lead Borrower in good faith to be realized realizable 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, operating initiatives, other operating improvements and cost synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements and cost synergies were realized during the entirety of such period) period and such that “run-rate” means the full recurring projected benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings or other benefits expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions), and any such adjustments shall be included in the initial pro forma calculations calculation of such financial ratios or tests or basket that is based on a percentage of Consolidated Adjusted EBITDA relating to such initiative or change, such Transaction or such Specified Transaction (and in respect of any subsequent pro forma calculation in which such initiative or change, such Transaction or such Specified Transaction is given pro forma effect) and during any applicable subsequent Test Period in which the effects thereof are expected to be realized realizable, relating to the Transactionssuch initiative or change, such Specified Transaction or such implementation of an operational initiative or operational changeSpecified Transaction; provided that (Ax) a duly completed certificate signed by a Responsible Officer of the Lead Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 5.01(c), certifying that such cost savings, operating expense reductions, operating initiatives, other operating improvements and and/or cost synergies are readily identifiable, factually supportable and have been determined in good faith by the Lead Borrower to be reasonably anticipated to be realizable in the good faith judgment of the Lead Borrower, within eighteen (B18) months after the consummation of such initiative or change (or, with respect to the Transactions, within 18 months after the consummation of the Transactions), such Transaction or such Specified Transaction, which is expected to result in such cost savings, operating expense reductions, other operating initiativesimprovements or cost synergies and (y) no cost savings, operating expense reductions, other operating improvements and or cost synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(cclause (ii) above to the extent duplicative of any amounts that are expenses or charges otherwise added back in computing to Consolidated EBITDAAdjusted EBITDA (or any component thereof), whether through a pro forma adjustment or otherwise, with respect to for such period; and (D) any increase in provided, further, that all amounts added back to Consolidated Adjusted EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (viiii) above, together with all amounts added back to Consolidated Adjusted EBITDA pursuant to clause (ii) and clauses (a)(vi)(x), (a)(vii)(A) and (a)(vii)(B)(ii) in the definition thereof, and all amounts excluded from Consolidated Net Income pursuant to clauses (a) (other than subclause (a)(i), subclause (a)(iv) and subclause (a)(xi)) and (u) thereof, shall not exceed, in the aggregate 30% of Consolidated Adjusted EBITDA (calculated after giving effect to such amounts that would be added back pursuant to such clause (ii) above and clauses (a)(vi)(x), (a)(vii)(A) and (a)(vii)(B)(ii) in the definition of Consolidated Adjusted EBITDA and excluded pursuant to clauses (a) (other than subclause (a)(i), subclause (a)(iv) and subclause (a)(xi)) and (u) of the definition of Consolidated EBITDANet Income). (d) In the event that the any Borrower or any other Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, 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 or line of credit unless accompanied by a permanent commitment reduction)test, (i) during the applicable Test Period or (ii) subject to Section 1.09(a1.11(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. (e) At any time prior to the first applicable test date under Section 7.11, any Any provision requiring Pro Forma Compliance with the pro forma compliance with financial covenants set forth in Section 7.11 6.14(a) shall be made assuming that compliance with the Consolidated First Lien Secured Net Leverage Ratio set forth in and/or Fixed Charge Coverage Ratio pursuant to such Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such timetime (it being understood that for purposes of determining Pro Forma Compliance with the financial covenants set forth in Section 6.14(a), if no Test Period with an applicable Secured Net Leverage Ratio and/or Fixed Charge Coverage Ratio cited in Section 6.14(a) has passed, the applicable Secured Net Leverage Ratio and/or Fixed Charge Coverage Ratio level shall be the level for the first Test Period cited in Section 6.14(a) with an indicated Secured Net Leverage Ratio and/or Fixed Charge Coverage Ratio level). (f) [Reserved]. (g) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of any financial ratio or Event of Default has occurredtest, is continuing or would result therefrom or requiring including the accuracy of representations and warranties) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition TransactionTotal Net Leverage Ratio, the date Fixed Charge Coverage Ratio, the Secured Net Leverage Ratio or the Senior Secured Net Leverage Ratio; (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of determination Consolidated Adjusted EBITDA); or (iii) determining compliance with representations, warranties, Defaults or Events of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shallDefault; in each case, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements agreement for such Limited Condition Transaction are is entered into or irrevocable notice is given in respect of such transaction (or such later date as specified by the Lead Borrower in writing to the Administrative Agent from time to time) (the “LCT Test Date”) ), and if, after such ratios and other provisions are measured or determined on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Transaction and the other Specified Transactions 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 four consecutive fiscal quarter period being used to calculate such financial ratio most recent Test Period ending prior to the LCT Test Date, the Lead Borrower could or any of the Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratios and provisionsratio, test or basket, such provisions ratio, test or basket shall be deemed to have been complied with on such datefor all purposes; provided that, that if financial statements for one or more subsequent fiscal periods shall have become been delivered pursuant to this Agreement, or monthly financials to the extent such monthly financials are available, the Lead Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements or monthly financial statements, as applicable, in which case such date of or redetermination shall thereafter be deemed to be the applicable LCT Test Datedate the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, (x) if the Lead Borrower has made an LCT Election and any of such ratios the ratios, tests or baskets are exceeded for which compliance was determined or tested as of the LCT Test Date would have failed to have been satisfied as a result of fluctuations in any such ratio ratio, test or basket (including due to fluctuations in Consolidated EBITDA of the Borrower or the target of any Limited Condition Transaction Transaction), including due to fluctuations in Consolidated Adjusted EBITDA or any incurrence of IndebtednessConsolidated Total Assets, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transactionaction, such ratiosbaskets, baskets and other provisions tests or ratios will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactionsfluctuations. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) event or basket availability with respect to any other Specified Transaction on or following transaction occurring after the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated terminated, expires or expires passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”) in connection with which a ratio, test or is otherwise revoked basket availability calculation must be made on a pro forma basis or withdrawn by the Borrowergiving pro forma effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio ratio, test or basket shall be calculated (and tested) required to be satisfied on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided that, solely with respect to any such ratio, test or basket calculated with respect to a Restricted Payment or payment on account of Indebtedness under any Restricted Debt, the calculation of any such ratio, test or basket shall also be required to be satisfied on a non-pro forma basis until such time as such Subsequent Transaction is actually consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.07; provided provided, that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)f) of this Section 1.07, when calculating any such ratio or test, cash and Permitted Investments included on the Consolidated First Lien Net Leverage Ratio consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period; provided, further, that when calculating any such ratio or test for purposes of determining actual compliance (the incurrence of any Indebtedness, cash and not Pro Forma Compliance or compliance on a Pro Forma Basis) with Permitted Investments resulting from the covenant pursuant to Section 7.11, incurrence of any such Indebtedness shall be excluded from the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effectcalculation of such applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro 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 for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance with 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 statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) For purposes of calculating any financial ratio or test, test or basket that is based on a percentage of compliance with any covenant determined by reference to Consolidated EBITDAEBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.07) that (i) have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)clause (a) above, have been made subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last 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 1.091.07, then such financial ratio or test (or Total Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.07. (c) Whenever pro forma effect Pro Forma Effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeTransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and, in the case of any “Test Period” determined by reference to internal financial statements of the Borrower (as opposed to the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)), as set forth in a certificate of a responsible financial or accounting officer of the Borrower (with supporting calculations), and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions takenresulting from or relating to, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 Specified Transaction (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of Transactions and 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 the U.S. Healthworks Acquisition Transactions, such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (vii) of permitted by the definition of “Consolidated EBITDA.” (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, amortizationretirement, retirement discharge, defeasance or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid (other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility or line of credit unless accompanied by a permanent commitment reductionsuch Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to Section 1.09(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 Pro Forma Effect to such incurrence incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or repayment extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) At [Reserved]. (f) As relates to any time prior to the first applicable test date under Section 7.11action being taken solely in connection with a Limited Condition Transaction, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time.purposes of: (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of any financial ratio or Event of Default has occurredtest, is continuing including the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Total Net Leverage Ratio, or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or would result therefrom or requiring the accuracy of representations and warranties) Total Assets), in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shalleach case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) ), and if, after such ratios and other provisions are measured or determined on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Transaction (and the other Specified Transactions transactions to be entered into in connection therewith (therewith, including any incurrence of Indebtedness and the use of proceeds thereof) , as if they had occurred at on the beginning first day of the four consecutive fiscal quarter period being used to calculate such financial ratio most recent Test Period ending prior to the LCT Test DateDate (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last day of such Test Period)), the Borrower could or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratios and provisionsratio, test or basket, such provisions ratio, test or basket shall be deemed to have been complied with on such datewith; provided that, that if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of such ratios the ratios, tests or baskets are exceeded for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket (basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the target of any Person subject to such Limited Condition Transaction or any incurrence of IndebtednessTransaction, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transactionaction, such ratiosbaskets, baskets and other provisions tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactionsfluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excludingratio, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other Specified Transaction on transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT 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 or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction or is otherwise revoked or withdrawn by the Borrowerpermitted under this Agreement, any such ratio ratio, test or basket shall be calculated (and tested) required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.07; provided provided, that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)f) of this Section 1.07, when calculating any such ratio or test, cash and Permitted Investments included on the Consolidated First Lien Net Leverage Ratio consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period; provided, further, that when calculating any such ratio or test for purposes of determining actual compliance (the incurrence of any Indebtedness, cash and not Pro Forma Compliance or compliance on a Pro Forma Basis) with Permitted Investments resulting from the covenant pursuant to Section 7.11, incurrence of any such Indebtedness shall be excluded from the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effectcalculation of such applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro 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 for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance with 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 statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) For purposes of calculating any financial ratio or test, test or basket that is based on a percentage of compliance with any covenant determined by reference to Consolidated EBITDAEBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.07) that (i) have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)clause (a) above, have been made subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last 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 1.091.07, then such financial ratio or test (or Total Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.07. (c) Whenever pro forma effect Pro Forma Effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeTransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and, in the case of any “Test Period” determined by reference to internal financial statements of the Borrower (as opposed to the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)), as set forth in a certificate of a responsible financial or accounting officer of the Borrower (with supporting calculations), and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions takenresulting from or relating to, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 Specified Transaction (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 the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (vii) of permitted by the definition of “Consolidated EBITDA.” (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, amortizationretirement, retirement discharge, defeasance or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid (other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility or line of credit unless accompanied by a permanent commitment reductionsuch Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to Section 1.09(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 Pro Forma Effect to such incurrence incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or repayment extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) At [Reserved] (f) As relates to any time prior to the first applicable test date under Section 7.11action being taken solely in connection with a Limited Condition Transaction, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time.purposes of: (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of any financial ratio or Event of Default has occurredtest, is continuing including the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Total Net Leverage Ratio, or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or would result therefrom or requiring the accuracy of representations and warranties) Total Assets), in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shalleach case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) ), and if, after such ratios and other provisions are measured or determined on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Transaction (and the other Specified Transactions transactions to be entered into in connection therewith (therewith, including any incurrence of Indebtedness and the use of proceeds thereof) , as if they had occurred at on the beginning first day of the four consecutive fiscal quarter period being used to calculate such financial ratio most recent Test Period ending prior to the LCT Test DateDate (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last day of such Test Period)), the Borrower could or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratios and provisionsratio, test or basket, such provisions ratio, test or basket shall be deemed to have been complied with on such datewith; provided that, that if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of such ratios the ratios, tests or baskets are exceeded for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket (basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the target of any Person subject to such Limited Condition Transaction or any incurrence of IndebtednessTransaction, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transactionaction, such ratiosbaskets, baskets and other provisions tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactionsfluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excludingratio, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other Specified Transaction on transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT 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 or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction or is otherwise revoked or withdrawn by the Borrowerpermitted under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied (and testedi) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in Section 1.09(b), (c) or (d), when calculating the Consolidated First Lien Net Leverage Ratio for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro 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 for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance with 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 statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) For purposes of calculating any financial ratio or test, or basket that is based on a percentage of Consolidated EBITDA, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.09(a), 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 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. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational change, 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, operating initiatives, other operating improvements and synergies (other than revenue 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, operating initiatives, other operating improvements and synergies (other than revenue synergies) had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies (other than revenue 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 the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies (other than revenue synergies) are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies (other than revenue synergies) are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies (other than revenue synergies) pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (vii) and clause (xxii) of the definition of Consolidated EBITDA. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, 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 or line of credit unless accompanied by a permanent commitment reduction), (i) during the applicable Test Period or (ii) subject to Section 1.09(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. (e) At any time prior to the first applicable test date under Section 7.11, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time. (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy of representations and warranties) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) and if, after such ratios and other provisions are measured or determined on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with on such date; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in such ratio or basket (including due to fluctuations in Consolidated EBITDA of the Borrower or the target of any Limited Condition Transaction or any incurrence of Indebtedness, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transaction, such ratios, baskets and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) or basket availability with respect to any other Specified Transaction on or following the relevant LCT 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 or is otherwise revoked or withdrawn by the Borrower, any such ratio or basket shall be calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio, the Secured Net Leverage Ratio, the First Lien Net Leverage Ratio and the compliance with covenants or other provisions determined by reference to Consolidated First Lien Net Leverage RatioEBITDA or total assets, shall be calculated on a pro forma basis in the manner prescribed by this Section 1.091.10; provided that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d), e) of this Section 1.10 when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “ECF Percentage” and (iii) Section 6.11 (other than for the purpose of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.116.11), the events described in this Section 1.09 1.10 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basiscalculated, 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 have been delivered pursuant to Section 5.01(a) or (b), as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply applicable (it being understood that for purposes of calculating the Consolidated First Lien Net Leverage Ratio for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance with Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11)6.11, each of which if no Test Period with an applicable level cited in Section 6.11 has passed, the applicable level shall be based the level for the first Test Period cited in Section 6.11 with an indicated level). For purposes of calculating any financial ratio or test or compliance with any covenant or other provision determined by reference to Consolidated EBITDA or total assets for any Specified Transaction that occurs prior to the date on the which financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Periodfiscal quarter ended June 30, subject 2021, any such calculation to made on a Pro Forma Basis shall use the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a)Unaudited Financial Statements. (b) For purposes of calculating any financial ratio or test, test or basket that is based on a percentage of compliance with any covenant or other provision determined by reference to Consolidated EBITDAEBITDA or total assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.10) that have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)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 a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA or total assets and the component financial definitions used therein attributable to any Specified Transaction) had have 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, 1.10 then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. 1.10. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeTransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements and cost synergies resulting from or relating to, any Specified Transaction which is being given pro forma effect that are projected by the Borrower in good faith to be realized as a result within twenty-four (24) months after the consummation of specified actions taken, committed such Specified Transaction to be taken or expected to be taken (calculated on a pro forma basis as though realize such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (vii) of the definition of Consolidated EBITDA. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, 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 or line of credit unless accompanied by a permanent commitment reduction), (i) during the applicable Test Period or (ii) subject to Section 1.09(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. (e) At any time prior to the first applicable test date under Section 7.11, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time. (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy of representations and warranties) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) and if, after such ratios and other provisions are measured or determined on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with on such date; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in such ratio or basket (including due to fluctuations in Consolidated EBITDA of the Borrower or the target of any Limited Condition Transaction or any incurrence of Indebtedness, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transaction, such ratios, baskets and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) or basket availability with respect to any other Specified Transaction on or following the relevant LCT 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 or is otherwise revoked or withdrawn by the Borrower, any such ratio or basket shall be calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.synergies

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio and Ratio, the Consolidated Senior Secured Net Leverage Ratio, the First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.08; provided that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)e) of this Section 1.08, when calculating any such ratio or test for purposes of the Consolidated First Lien Net Leverage Ratio incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effectnet Indebtedness. 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 Parent Issuer 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 for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance with 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 statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(aParent Issuer). (b) For purposes of calculating any financial ratio or test, test or basket that is based on a percentage of compliance with any covenant determined by reference to Consolidated EBITDAEBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) 1.08 (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)) that have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a), 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 a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last 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 Parent Issuer 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 1.091.08, then such financial ratio or test (or Consolidated EBITDA or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.08. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower Parent Issuer and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies projected by the Borrower Parent Issuer in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (in the good faith determination of the Parent Issuer) (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 with respect to which substantial steps have been taken or are 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 the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements amounts are reasonably identifiable and synergies are factually supportable in the good faith judgment of the BorrowerParent Issuer, (B) except as set forth in the definition of “Consolidated EBITDA”, such cost savingsactions are taken, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated committed to result from the actions be taken or with respect to which substantial steps have been taken or are expected to be taken in the good faith judgment of the Borrower within 18 no later than twenty-four (24) months after the date of the Transactions, such Specified Transaction or such implementation of an such operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(cclause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAEBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; , (D) it is understood and agreed that, subject to compliance with the other provisions of this Section 1.08(c), amounts to be included in pro forma calculations pursuant to this Section 1.08(c) may be included in Test Periods in which the Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to Section 1.08(b) and (DE) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c1.08(c) (other than related to the Transactions) shall be subject to the limitation limitations set forth in the last proviso to clause (viia)(vii) of the definition of Consolidated EBITDA. (d) In the event that (w) the Borrower Parent Issuer or any of its Restricted Subsidiary Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, retirement retirement, discharge, defeasance 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 or line of credit unless accompanied by a permanent commitment reductioncredit), (x) the Parent Issuer or any of its Restricted Subsidiaries issues, repurchases or redeems Disqualified Equity Interests, (y) any Restricted Subsidiary issues, repurchases or redeems Preferred Stock or (z) the Parent Issuer or any of its Restricted Subsidiaries establishes or eliminates (or designates or undesignates) any Designated Revolving Commitments, in each case included in the calculations of any financial ratio or test, (i) during the applicable Test Period or (ii) subject to Section 1.09(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, or such issuance or redemption of Disqualified Equity Interests or Preferred Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Fixed Charge Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness or such issuance, repurchase or redemption of Disqualified Equity Interests or Preferred Stock will be given effect, as if the same had occurred on the first day of the applicable Test Period) and for all purposes, such financial ratio or test shall be calculated giving pro forma effect to the full amount of any undrawn Designated Revolving Commitments as if such full amount of Indebtedness thereunder had been incurred thereunder throughout such period. (e) At If any time prior to the first applicable test date under Section 7.11, any provision requiring the Indebtedness bears a floating rate of interest and is being given pro forma compliance with Section 7.11 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 Fixed Charge Coverage Ratio (or similar ratio) is made assuming that compliance with had been the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 applicable rate for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior entire period (taking into account any interest hedging arrangements applicable to such timeIndebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Parent Issuer to be the rate of interest implicit in such 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, a eurocurrency rate 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 Parent Issuer or such Restricted Subsidiaries may designate. (iI) In connection with the calculation of the Consolidated Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, Fixed Charge Coverage Ratio for purposes of calculating any basket that is subject to a financial ratio incurring Indebtedness (including Preferred Stock) or test Disqualified Equity Interests under this AgreementIndenture, no effect (pro forma or otherwise) shall be given to amounts any Indebtedness (or Preferred Stock) or Disqualified Equity Interests being incurred (or transactions entered into or consummated commitments obtained) on the same date (or on a such other subsequent date which otherwise requires require Pro Forma Effect to be given to such amounts incurredincurrence (or obtaining of commitments)) pursuant to any fixed dollar basket or basket based on Consolidated EBITDA; and (II) in connection with the calculation of the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the First Lien Net Leverage Ratio or transactions entered into the Fixed Charge Coverage Ratio for purposes of incurring any Lien under this Indenture, no effect (pro forma or consummated otherwise) shall be given to any Liens being incurred on the same date (or on a such other subsequent date which otherwise require Pro Forma Effect to be given to such incurrence) pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (iig) Notwithstanding anything in this Agreement Indenture or any Loan Notes Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or (a) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement Indenture which requires the calculation of the Fixed Charge Coverage Ratio, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Total Net Leverage Ratio, (b) determining compliance with any provision of this Indenture which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy therefrom, (c) determining compliance with any provision of this Indenture which requires compliance with any representations and warrantieswarranties set forth herein or (d) testing availability under baskets set forth in this Indenture (including baskets measured as a percentage of Consolidated EBITDA), in each case in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and or other provisions, determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom therefrom, determination of compliance with any representations or other applicable covenant warranties or accuracy of representations and warranties the availability under any baskets shall, at the option of the Borrower Parent Issuer (the BorrowerParent Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”, which LCT Election may be in respect of one or more of clauses (a), (b), (c) and (d) above), be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into (the “LCT Test Date”) and if, after such ratios and other provisions are measured or determined ). If on a Pro Forma Basis pro forma basis after giving effect to such Limited Condition Transaction and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness Indebtedness, Disqualified Equity Interests or Preferred Stock and the use of proceeds thereof) ), with such ratios and other provisions calculated as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio most recent Test Period ending prior to the LCT Test DateDate for which internal financial statements are available (as determined in good faith by the Parent Issuer), the Borrower Parent Issuer could have taken such action on the relevant LCT Test Date in compliance with such ratios and the applicable ratios, default provisions or other provisions, such ratios, default provisions or other provisions shall be deemed to have been complied with on such date; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (xi) if if, following the LCT Test Date, any of such ratios ratios, default provisions or baskets other provisions are exceeded or breached as a result of fluctuations in such ratio or basket (including due to fluctuations in Consolidated EBITDA or other components of such ratio (including due to fluctuations of the Borrower or the target Target of any Limited Condition Transaction Transaction, including its cash and Cash Equivalents or any incurrence the amount of such Indebtedness, disposition )) or Restricted Payment other provisions at or prior to the consummation of the relevant Limited Condition Transaction) or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transaction, such ratios, baskets and default provisions or other provisions will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such circumstance fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (yii) such ratios, baskets ratios and other provisions compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Borrower Parent Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excludingratio, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) or basket availability or compliance with respect to any other Specified Transaction provision hereunder on or following the relevant LCT Test Date and prior to the earlier earliest of the date on which such Limited Condition Transaction is consummated or and the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction or is otherwise revoked or withdrawn by the BorrowerTransaction, any such ratio ratio, basket or basket compliance with any other provision hereunder shall be calculated (and tested) on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness Indebtedness, Disqualified Equity Interests or Preferred Stock, and the use of proceeds thereof) have had been consummatedconsummated on the LCT Test Date; provided that for purposes of any such calculation of the Fixed Charges Coverage Ratio, Fixed Charges will be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Parent Issuer in good faith.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio and Ratio, the Consolidated Secured Net Leverage Ratio, the First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.10; provided that that, notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c) or (d), (e), (f) or (g) of this Section 1.10, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (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 actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.11), the events described in this Section 1.09 1.10 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effecteffect 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. 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); provided that. For the avoidance of doubt, the provisions of this the foregoing sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio any financial ratio or test for purposes of (i) the definition of “Applicable Margin,” (ii) the definition of “Applicable ECF Percentage” and determining actual compliance with (iii) Section 7.11 (other than for the purpose of determining pro forma compliance Pro Forma Compliance with Section 7.11), each of which shall be based 64 on the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause . (ii) of the proviso to the first sentence of this Section 1.09(a). (bc) For purposes of calculating any financial ratio or test, test or basket that is based on a percentage of compliance with any covenant determined by reference to Consolidated EBITDAEBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (e) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.10) that have been made (i) during the applicable Test Period and or (ii) if unless not applicable as described in clause (a) of this Section 1.09(a)1.10, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made made, shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last 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 Lead 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 1.091.10, then such financial ratio or test (or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. 1.10. (cd) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeTransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Lead Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies projected by resulting from or relating to any Specified Transaction (including the Borrower in good faith Transactions) which is being given pro forma effect that have been realized or are expected to be realized as a result of specified and for which the actions necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or expected to be taken (in good faith determination of the Lead Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies were realized during the entirety of such period) period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirementsPublic Company Costs) 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 any financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Specified Transaction is given pro forma effect) and during any applicable subsequent Test Period in which the effects thereof are expected to be realized realized) relating to the Transactions, such Specified Transaction or such implementation of an operational initiative or operational changeTransaction; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements amounts are reasonably identifiable and synergies are factually supportable in the good faith judgment of the Lead Borrower, (B) such cost savingsactions are taken, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated committed to result from the actions be taken or with respect to which substantial steps have been taken or are expected to be taken in the good faith judgment of the Borrower within 18 no later than eighteen (18) months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational changeTransaction, and (C) no amounts shall be added pursuant to this Section 1.09(cclause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAEBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; and . (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (vii) of the definition of Consolidated EBITDA. (de) In the event that the Lead Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, 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 or line of credit unless accompanied by a permanent commitment reductionsuch Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to clause (a) of this Section 1.09(a) 1.10, 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 65 repayment of Indebtedness, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. Period (e) At any time prior to except in the case of the Fixed Charge Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness will be given effect as if the same had occurred on the first day of the applicable test date under Section 7.11, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time. Period. (if) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicableany action being taken in connection with a Limited Condition Transaction, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect of: (pro forma or otherwisei) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than the Financial Covenant) which requires that no Default the calculation of any financial ratio or Event test, including the First Lien Net Leverage Ratio, Secured Net Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio (and, for the avoidance of Default has occurreddoubt, is continuing any financial ratio set forth in Section 2.16(d)(iii)); or would result therefrom (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or requiring the accuracy of representations and warranties) Total Assets); in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shalleach case, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) ), and if, after such ratios and other provisions are measured or determined on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Transaction (and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Datetherewith), the Lead Borrower could or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratios and provisionsratio, test or basket, such provisions ratio, test or basket shall be deemed to have been complied with on such date; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Datewith. For the avoidance of doubt, (x) if the Lead Borrower has made an LCT Election and any of such ratios the ratios, tests or baskets are exceeded for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket (basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Lead Borrower or the target of any Person subject to such Limited Condition Transaction or any incurrence of IndebtednessTransaction, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transactionaction, such ratiosbaskets, baskets and other provisions tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactionsfluctuations. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excludingratio, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Permitted Investment, mergers, the conveyance, lease or other Specified Transaction on transfer of all or substantially all of the assets of the Lead Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT 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 or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction or is otherwise revoked or withdrawn by the Borrowerpermitted under this Agreement, any such ratio ratio, test or basket shall be calculated (and tested) required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.. (g) 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 Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness); 66

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.07; provided provided, that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)f) of this Section 1.07, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Rate”, and (ii) Section 6.12 (other than for the purpose of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.116.12), the events described in this Section 1.09 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect and cash and Permitted Investments included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma effectcalculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro 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 ) (it being understood that for purposes of calculating the Consolidated First Lien Net Leverage Ratio for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance Pro Forma Compliance with Section 7.11 (other than 6.12, if no Test Period with an applicable level cited in Section 6.12 has passed, the applicable level shall be the level for the purpose of determining pro forma compliance first Test Period cited in Section 6.12 with Section 7.11), 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, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(aan indicated level). (b) For purposes of calculating any financial ratio or test, test or basket that is based on a percentage of compliance with any covenant determined by reference to Consolidated EBITDAEBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.07) that (i) have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)clause (a) above, have been made subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last 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 1.091.07, then such financial ratio or test (or Total Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.07. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational change, 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, operating initiatives, other operating improvements 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, operating initiatives, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (vii) of the definition of Consolidated EBITDA. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, 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 or line of credit unless accompanied by a permanent commitment reduction), (i) during the applicable Test Period or (ii) subject to Section 1.09(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. (e) At any time prior to the first applicable test date under Section 7.11, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time. (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy of representations and warranties) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) and if, after such ratios and other provisions are measured or determined on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with on such date; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in such ratio or basket (including due to fluctuations in Consolidated EBITDA of the Borrower or the target of any Limited Condition Transaction or any incurrence of Indebtedness, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transaction, such ratios, baskets and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) or basket availability with respect to any other Specified Transaction on or following the relevant LCT 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 or is otherwise revoked or withdrawn by the Borrower, any such ratio or basket shall be calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio, the Senior Secured Leverage Ratio and the Consolidated First Lien Net Leverage RatioRatio and compliance with covenants determined by reference to Consolidated Adjusted EBITDA (including any component definitions thereof) or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 1.091.08; provided that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c) or (d)) of this Section 1.08, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of determining actual compliance (i) the definition of “Applicable Rate” and not Pro Forma Compliance or compliance on a Pro Forma Basis(ii) with the covenant pursuant to Section 7.112.11(b)(i), the events described in this Section 1.09 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effecteffect 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. 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 Agent and its Subsidiaries are available (as determined in good faith by the Borrower); provided that. For the avoidance of doubt, the provisions of this the foregoing sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio any financial ratio or test for purposes of (i) the definition of “Applicable ECF PercentageRate” and determining actual compliance with (ii) Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.112.11(b)(i), each of which shall be based on the financial statements delivered pursuant to Section 6.01(a5.01(b) or (bc), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets, or basket that is based on a percentage of Consolidated EBITDA, Specified Subject Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.08) that (i) have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)clause (a) above, have been made subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Subject Transactions (and any increase or decrease in Consolidated EBITDA Adjusted EBITDA, Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Subject Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, on the last 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 a Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Subject Transaction that would have required adjustment pursuant to this Section 1.091.08, then such financial ratio or test (or Consolidated Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.08. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeSubject Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower Agent and, in the case of any “Test Period” determined by reference to internal financial statements of the Borrower Agent (as opposed to the financial statements most recently delivered pursuant to Section 5.01(b) or Section 5.01(c), as set forth in a certificate of a responsible financial or accounting officer of the Borrower Agent (with supporting calculations), and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies resulting from or relating to, any Subject Transaction (including the Transactions) which is being given pro forma effect that have been realized or are projected by the Borrower in good faith to be realized as a result (in the good faith determination of specified actions taken, committed to be taken or expected to be taken the Borrower Agent) (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies were realized during the entirety of such period) period and “run-rate” means the full recurring projected benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings or other benefits expected to result from the elimination of a public target’s compliance costs with public company requirementsPublic Company Costs) net of the amount of actual savings or other benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such any financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Subject Transaction is given pro forma effect) and during any applicable subsequent Test Period in which the effects thereof are expected to be realized realized) relating to the Transactions, such Specified Transaction or such implementation of an operational initiative or operational changeSubject Transaction; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements amounts are reasonably identifiable and synergies are factually supportable in the good faith judgment of the BorrowerBorrower Agent, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to amounts result from the actions taken or actions with respect to which substantial steps have been taken or are expected to be taken (in the good faith judgment determination of the Borrower within 18 Agent) no later than eighteen (18) months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational changeSubject Transaction, (C) no amounts shall be added pursuant to this Section 1.09(cclause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAAdjusted EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; period and (D) the aggregate amount of any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies such amounts added back pursuant to this Section 1.09(cclause (c) (other than in connection with any mergers, business combinations, acquisitions or divestures) shall be subject not exceed, together with any amounts added back pursuant to the limitation set forth in the last proviso to clause clauses (viix) and (xi) of the definition of Consolidated Adjusted EBITDA, 25.0% of Consolidated Adjusted EBITDA in any four-Fiscal Quarter period (calculated before giving effect to any such add-backs and adjustments). (d) In the event that the a Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by purchase, redemption, repayment, amortization, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility or line of credit unless accompanied by a permanent commitment reductionsuch Indebtedness has been permanently repaid (and related commitments terminated) and not replaced), (i) during the applicable Test Period or (ii) subject to Section 1.09(a) paragraph (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 (including the intended use of proceeds) or repayment of Indebtedness, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) At any time prior to the first applicable test date under Section 7.11, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time. (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy of representations and warranties) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) and if, after such ratios and other provisions are measured or determined on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with on such date; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in such ratio or basket (including due to fluctuations in Consolidated EBITDA of the Borrower or the target of any Limited Condition Transaction or any incurrence of Indebtedness, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transaction, such ratios, baskets and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) or basket availability with respect to any other Specified Transaction on or following the relevant LCT 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 or is otherwise revoked or withdrawn by the Borrower, any such ratio or basket shall be calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio and Ratio, the Consolidated Senior Secured Net Leverage Ratio, the First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio, the Consolidated Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.08; provided that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)e) of this Section 1.08, (A) when calculating any such ratio or test for purposes of the Consolidated First Lien Net Leverage Ratio definition of “Applicable Rate” or the Financial Covenants set forth in Section 7.11 (other than for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.11Compliance), the events described in this Section 1.09 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effecteffect 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 such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test for purposes of determining net Indebtedness. In addition, whenever a financial ratio or test is to be calculated on a pro forma basisbasis or Pro Forma Compliance, 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 Parent Borrower are available (as determined in good faith by the Administrative Borrower); provided that. For the avoidance of doubt, the provisions of this the foregoing sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of the definition of “Applicable ECF PercentageRate” and determining or actual compliance (and not Pro Forma Compliance) with Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11)Financial Covenants, 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, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) For purposes of calculating any financial ratio or test, test or basket that is based on a percentage of compliance with any covenant determined by reference to Consolidated EBITDAEBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) 1.08 (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)) that have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)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 a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last 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 Parent 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 1.091.08, then such financial ratio or test (or Consolidated EBITDA or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.08. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Administrative Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies projected by the Administrative Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (in the good faith determination of the Administrative Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 with respect to which substantial steps have been taken or are 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 the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements amounts are reasonably identifiable and synergies are factually supportable in the good faith judgment of the Administrative Borrower, (B) except as set forth in the definition of Consolidated EBITDA, such cost savingsactions are taken, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated committed to result from the actions be taken or with respect to which substantial steps have been taken or are expected to be taken in the good faith judgment of the Borrower within 18 no later than twenty-four (24) months after the date of the Transactions, such Specified Transaction or such implementation of an such operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(cclause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAEBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; , (D) it is understood and agreed that, subject to compliance with the other provisions of this Section 1.08(c), amounts to be included in pro forma calculations pursuant to this Section 1.08(c) may be included in Test Periods in which the Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to Section 1.08(b) and (DE) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c1.08(c) (other than related to the Transactions) shall be subject to the limitation set forth in the last proviso to clause (viia)(vii) of the definition of Consolidated EBITDA. (d) In the event that (w) the Parent Borrower or any of its Restricted Subsidiary Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, retirement retirement, discharge, defeasance 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 or line of credit unless accompanied by a permanent commitment reductioncredit), (x) the Parent Borrower or any of its Restricted Subsidiaries issues, repurchases or redeems Disqualified Equity Interests, (y) any Restricted Subsidiary issues, repurchases or redeems Preferred Stock or (z) any Borrower or any of its Restricted Subsidiaries establishes or eliminates (or designates or undesignates) any Designated Revolving Commitments, in each case included in the calculations of any financial ratio or test, (i) during the applicable Test Period or (ii) subject to Section 1.09(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, or such issuance or redemption of Disqualified Equity Interests or Preferred Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Fixed Charge Coverage Ratio or Consolidated Fixed Charge Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness or such issuance, repurchase or redemption of Disqualified Equity Interests or Preferred Stock will be given effect, as if the same had occurred on the first day of the applicable Test Period) and for all purposes, such financial ratio or test shall be calculated giving pro forma effect to the full amount of any undrawn Designated Revolving Commitments as if such full amount of Indebtedness thereunder had been incurred thereunder throughout such period. (e) At If any time prior to the first applicable test date under Section 7.11, any provision requiring the Indebtedness bears a floating rate of interest and is being given pro forma compliance with Section 7.11 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 Fixed Charge Coverage Ratio or Consolidated Fixed Charge Coverage Ratio (or similar ratio) is made assuming that compliance with had been the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 applicable rate for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior entire period (taking into account any interest hedging arrangements applicable to such timeIndebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Administrative Borrower to be the rate of interest implicit in such 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, Term SOFR, 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 Parent Borrower or such Restricted Subsidiaries may designate. (iI) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicablethe Senior Secured Net Leverage Ratio, the First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio or the Consolidated Fixed Charge Coverage Ratio for purposes of calculating any basket that is subject to a financial ratio incurring Indebtedness (including Preferred Stock) or test Disqualified Equity Interests under this Agreement, no effect (pro forma or otherwise) shall be given to amounts any Indebtedness (or Preferred Stock) or Disqualified Equity Interests being incurred (or transactions entered into or consummated commitments obtained) on the same date (or on a such other subsequent date which otherwise requires require Pro Forma Effect to be given to such amounts incurredincurrence (or obtaining of commitments)) pursuant to any fixed dollar basket or basket based on Consolidated EBITDA; and (II) in connection with the calculation of the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio or transactions entered into the Consolidated Fixed Charge Coverage Ratio for purposes of incurring any Lien under this Agreement, no effect (pro forma or consummated otherwise) shall be given to any Liens being incurred on the same date (or on a such other subsequent date which otherwise require Pro Forma Effect to be given to such incurrence) pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (iig) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating (a) determining compliance with any provision of this Agreement which requires the Consolidated calculation of the Fixed Charge Coverage Ratio, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or (b) determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representations and warrantieswarranties set forth herein or (d) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA), in each case in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and or other provisions, determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom therefrom, determination of compliance with any representations or other applicable covenant warranties or accuracy of representations and warranties the availability under any baskets shall, at the option of the Administrative Borrower (the Administrative Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”, which LCT Election may be in respect of one or more of clauses (a), (b), (c) and (d) above), be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into (the “LCT Test Date”) and if, after such ratios and other provisions are measured or determined ). If on a Pro Forma Basis pro forma basis after giving effect to such Limited Condition Transaction and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness Indebtedness, Disqualified Equity Interests or Preferred Stock and the use of proceeds thereof) ), with such ratios and other provisions calculated as if they such Limited Condition Transaction or other transactions had occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio most recent Test Period ending prior to the LCT Test DateDate for which internal financial statements are available (as determined in good faith by the Administrative Borrower), the Parent Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios and the applicable ratios, default provisions or other provisions, such ratios, default provisions or other provisions shall be deemed to have been complied with on such date; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (xi) if if, following the LCT Test Date, any of such ratios ratios, default provisions or baskets other provisions are exceeded or breached as a result of fluctuations in such ratio or basket (including due to fluctuations in Consolidated EBITDA or other components of such ratio (including due to fluctuations of the Borrower or the target Target of any Limited Condition Transaction Transaction, including its cash and Cash Equivalents or any incurrence the amount of such Indebtedness, disposition )) or Restricted Payment other provisions at or prior to the consummation of the relevant Limited Condition Transaction) or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transaction, such ratios, baskets and default provisions or other provisions will not be deemed to have been exceeded or failed to have been complied with satisfied as a result of such circumstance fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (yii) such ratios, baskets ratios and other provisions compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Administrative Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excludingratio, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) or basket availability or compliance with respect to any other Specified Transaction provision hereunder on or following the relevant LCT Test Date and prior to the earlier earliest of the date on which such Limited Condition Transaction is consummated or and the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction or is otherwise revoked or withdrawn by the BorrowerTransaction, any such ratio ratio, basket or basket compliance with any other provision hereunder shall be calculated (and tested) on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness Indebtedness, Disqualified Equity Interests or Preferred Stock, and the use of proceeds thereof) have had been consummatedconsummated on the LCT Test Date; provided that for purposes of any such calculation of the Fixed Charges Coverage Ratio, Fixed Charges will be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Administrative Borrower in good faith.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio and Ratio, the Consolidated Secured Net Leverage Ratio, the First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.10; provided that that, notwithstanding anything to the contrary in Section 1.09(bclauses (a), (c) or (d), (e), (f) or (g) of this Section 1.10, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (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 actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.11), the events described in this Section 1.09 1.10 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effecteffect 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. 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); provided that. For the avoidance of doubt, the provisions of this the foregoing sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio any financial ratio or test for purposes of (i) the definition of “Applicable Margin,” (ii) the definition of “Applicable ECF Percentage” and determining actual compliance with (iii) Section 7.11 (other than for the purpose of determining pro forma compliance Pro Forma Compliance with Section 7.11), 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, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) For purposes of calculating any financial ratio or test, test or basket that is based on a percentage of compliance with any covenant determined by reference to Consolidated EBITDAEBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (e) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.10) that have been made (i) during the applicable Test Period and or (ii) if unless not applicable as described in clause (a) of this Section 1.09(a)1.10, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made made, shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last 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 Lead 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 1.091.10, then such financial ratio or test (or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.10. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeTransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Lead Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies projected by resulting from or relating to any Specified Transaction (including the Borrower in good faith Transactions) which is being given pro forma effect that have been realized or are expected to be realized as a result of specified and for which the actions necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or expected to be taken (in good faith determination of the Lead Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies were realized during the entirety of such period) period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirementsPublic Company Costs) 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 any financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Specified Transaction is given pro forma effect) and during any applicable subsequent Test Period in which the effects thereof are expected to be realized realized) relating to the Transactions, such Specified Transaction or such implementation of an operational initiative or operational changeTransaction; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements amounts are reasonably identifiable and synergies are factually supportable in the good faith judgment of the Lead Borrower, (B) such cost savingsactions are taken, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated committed to result from the actions be taken or with respect to which substantial steps have been taken or are expected to be taken in the good faith judgment of the Borrower within 18 no later than eighteen (18) months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational changeTransaction, and (C) no amounts shall be added pursuant to this Section 1.09(cclause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAEBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (vii) of the definition of Consolidated EBITDA. (d) In the event that the Lead Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, 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 or line of credit unless accompanied by a permanent commitment reductionsuch Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to clause (a) of this Section 1.09(a) 1.10, 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, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Fixed Charge Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness will be given effect as if the same had occurred on the first day of the applicable Test Period. (e) At In connection with any time prior to the first applicable test date under Section 7.11action being taken in connection with a Limited Condition Transaction, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time.purposes of: (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than the Financial Covenant) which requires that no Default the calculation of any financial ratio or Event test, including the First Lien Net Leverage Ratio, Secured Net Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio (and, for the avoidance of Default has occurreddoubt, is continuing any financial ratio set forth in Section 2.16(d)(iii)); or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or would result therefrom or requiring the accuracy of representations and warranties) Total Assets); in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shalleach case, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) ), and if, after such ratios and other provisions are measured or determined on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Transaction (and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Datetherewith), the Lead Borrower could or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratios and provisionsratio, test or basket, such provisions ratio, test or basket shall be deemed to have been complied with on such date; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Datewith. For the avoidance of doubt, (x) if the Lead Borrower has made an LCT Election and any of such ratios the ratios, tests or baskets are exceeded for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket (basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Lead Borrower or the target of any Person subject to such Limited Condition Transaction or any incurrence of IndebtednessTransaction, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transactionaction, such ratiosbaskets, baskets and other provisions tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactionsfluctuations. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excludingratio, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Permitted Investment, mergers, the conveyance, lease or other Specified Transaction on transfer of all or substantially all of the assets of the Lead Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT 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 or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction or is otherwise revoked or withdrawn by the Borrowerpermitted under this Agreement, any such ratio ratio, test or basket shall be calculated (and tested) required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. (f) 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 Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness); provided, in 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. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Lead Borrower to be the rate of interest implicit in such 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, 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 Lead Borrower or Restricted Subsidiary may designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio and the compliance with covenants determined by reference to Consolidated First Lien Net Leverage RatioAdjusted EBITDA or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 1.091.08; provided that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)e) of this Section 1.08, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Margin”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 6.08 (other than for the purpose of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.116.08), the events described in this Section 1.09 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given Pro 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 effectcalculation of any applicable ratio or test (including compliance with covenants defined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets). In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro 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 for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance with 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 statements have been delivered to Administrative Agent pursuant to Section 6.01(a5.01(b) or (bc), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) ii. For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets, or basket that is based on a percentage of Consolidated EBITDA, any Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.08) that have been made consummated (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)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 a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA Adjusted EBITDA, Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, on the last 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 any 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 1.091.08, then such financial ratio or test (or Consolidated Total Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.08. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational change, 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, operating initiatives, other operating improvements 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, operating initiatives, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (vii) of the definition of Consolidated EBITDA. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, 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 or line of credit unless accompanied by a permanent commitment reduction), (i) during the applicable Test Period or (ii) subject to Section 1.09(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. (e) At any time prior to the first applicable test date under Section 7.11, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time. (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy of representations and warranties) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) and if, after such ratios and other provisions are measured or determined on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with on such date; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in such ratio or basket (including due to fluctuations in Consolidated EBITDA of the Borrower or the target of any Limited Condition Transaction or any incurrence of Indebtedness, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transaction, such ratios, baskets and other provisions will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) or basket availability with respect to any other Specified Transaction on or following the relevant LCT 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 or is otherwise revoked or withdrawn by the Borrower, any such ratio or basket shall be calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.07; provided provided, that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)f) of this Section 1.07, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of determining actual compliance (i) the definition of “Applicable Rate”, and not Pro Forma Compliance or compliance on a Pro Forma Basis(ii) with the covenant pursuant to Section 7.11[reserved], the events described in this Section 1.09 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect and cash and Permitted Investments included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma effectcalculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro 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 for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance with 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 statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) For purposes of calculating any financial ratio or test, test or basket that is based on a percentage of compliance with any covenant determined by reference to Consolidated EBITDAEBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.07) that (i) have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)clause (a) above, have been made subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last 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 1.091.07, then such financial ratio or test (or Total Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.07. (c) Whenever pro forma effect Pro Forma Effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeTransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and, in the case of any “Test Period” determined by reference to internal financial statements of the Borrower (as opposed to the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)), as set forth in a certificate of a responsible financial or accounting officer of the Borrower (with supporting calculations), and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions takenresulting from or relating to, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 Specified Transaction (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 the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (vii) of permitted by the definition of “Consolidated EBITDA.” (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, amortizationretirement, retirement discharge, defeasance or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid (other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility or line of credit unless accompanied by a permanent commitment reductionsuch Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to Section 1.09(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 Pro Forma Effect to such incurrence incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or repayment extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) At [Reserved]. (f) As relates to any time prior to the first applicable test date under Section 7.11action being taken solely in connection with a Limited Condition Transaction, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time.purposes of: (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of any financial ratio or Event of Default has occurredtest, is continuing including the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Total Net Leverage Ratio, or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or would result therefrom or requiring the accuracy of representations and warranties) Total Assets), in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shalleach case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) ), and if, after such ratios and other provisions are measured or determined on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Transaction (and the other Specified Transactions transactions to be entered into in connection therewith (therewith, including any incurrence of Indebtedness and the use of proceeds thereof) , as if they had occurred at on the beginning first day of the four consecutive fiscal quarter period being used to calculate such financial ratio most recent Test Period ending prior to the LCT Test DateDate (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last day of such Test Period)), the Borrower could or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratios and provisionsratio, test or basket, such provisions ratio, test or basket shall be deemed to have been complied with on such datewith; provided that, that if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of such ratios the ratios, tests or baskets are exceeded for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket (basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the target of any Person subject to such Limited Condition Transaction or any incurrence of IndebtednessTransaction, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transactionaction, such ratiosbaskets, baskets and other provisions tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactionsfluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excludingratio, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other Specified Transaction on transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT 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 or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction or is otherwise revoked or withdrawn by the Borrowerpermitted under this Agreement, any such ratio ratio, test or basket shall be calculated (and tested) required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio, the First Lien Net Leverage Ratio and the compliance with covenants determined by reference to Consolidated First Lien Net Leverage RatioAdjusted EBITDA or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 1.091.08; provided that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)e) of this Section 1.08, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable ECF Percentage” and (ii) Section 6.08 (other than for the purpose of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.116.08), the events described in this Section 1.09 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given Pro 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 effectcalculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro 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 for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance with 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 statements have been delivered to Administrative Agent pursuant to Section 6.01(a5.01(b) or (bc), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets, or basket that is based on a percentage of Consolidated EBITDA, any Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.08) that have been made consummated (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)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 a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA Adjusted EBITDA, Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, on the last 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 any 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 1.091.08, then such financial ratio or test (or Consolidated Total Assets ) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.08. (c) Whenever pro forma effect Pro Forma Effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeTransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer an Authorized Officer of the applicable Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements 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, operating initiatives, other operating improvements initiatives and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 resulting from or relating to any action taken, committed to be taken or expected to be taken Specified Transaction (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 the Transactions), such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements in a manner permitted under and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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, without duplication with respect to such period; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (viii)(r) of the definition of Consolidated Adjusted EBITDA. (d) In the event that the Borrower Holdings or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, 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 or line of credit (for ordinary course working capital draws and repayments) unless accompanied by a permanent commitment reductionsuch Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to Section 1.09(aclause (a) above, 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 Pro Forma Effect to such incurrence or repayment of Indebtedness, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) At any time It is hereby agreed that (x) for purposes of determining pro forma compliance prior to the first Fiscal Quarter ended March 31, 2017, the applicable test date under Section 7.11, any provision requiring the covenant level for determining such pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 covenant level used for March 31, 2017 and (y) to the extent any determination of a covenant or ratio prior to the date on which financial statements have been delivered for the first Test Period set forth in Fiscal Year ending December 31, 2016 pursuant to Section 7.11 is required with respect to 5.01(c), any such calculation or determination shall be based on the most recent Test Period prior to such timeHistorical Financial Statements. (f) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than the Financial Covenant) which requires that no the calculation of any financial ratio or test, including the First Lien Net Leverage Ratio and the Total Net Leverage Ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets and baskets subject to Default or and Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy of representations and warranties) conditions); in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shalleach case, at the option of the Borrower Representative (the BorrowerBorrower Representative’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder (or any requirement, representation or warranty or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default (other than with respect to a condition that no Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing which shall be tested on the date of the consummation of such Limited Condition Transaction)) shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) ), and if, after such ratios and other provisions are measured or determined on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Transaction (and the other Specified Transactions transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCT Test Datetherewith), the Borrower could Borrowers or any of their respective Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratios ratio, test or basket (and provisionsany related requirements and conditions), such provisions ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with on such date; provided that, if financial statements for one (or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Datesatisfied). For the avoidance of doubt, (x) if the Borrower Representative has made an LCT Election and any of such ratios the ratios, tests or baskets are exceeded for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket (basket, including due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets of the Borrower Borrowers or the target of any Person subject to such Limited Condition Transaction or any incurrence of IndebtednessTransaction, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transactionaction, such ratiosbaskets, baskets and other provisions tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactionsfluctuations. If the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excludingratio, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of Restricted Debt Payments, the making of any Investment, mergers, the conveyance, lease or other Specified Transaction on transfer of all or substantially all of the assets of any Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (x) the date on which such Limited Condition Transaction is consummated or (y) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction or is otherwise revoked or withdrawn by the Borrowerpermitted under this Agreement, any such ratio ratio, test or basket shall be calculated (and tested) required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.07; provided provided, that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c), (d) or (d)f) of this Section 1.07, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Rate”, and (ii) Section 6.12 (other than for the purpose of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.116.12), the events described in this Section 1.09 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect and cash and Permitted Investments included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma effectcalculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated calculated on a pro forma basisPro 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 ) (it being understood that for purposes of calculating the Consolidated First Lien Net Leverage Ratio for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance Pro Forma Compliance with Section 7.11 (other than 6.12, if no Test Period with an applicable level cited in Section 6.12 has passed, the applicable level shall be the level for the purpose of determining pro forma compliance first Test Period cited in Section 6.12 with Section 7.11), 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, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(aan indicated level). (b) For purposes of calculating any financial ratio or test, test or basket that is based on a percentage of compliance with any covenant determined by reference to Consolidated EBITDAEBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.07) that (i) have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)clause (a) above, have been made subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last 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 1.091.07, then such financial ratio or test (or Total Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.07. (c) Whenever pro forma effect Pro Forma Effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeTransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and, in the case of any “Test Period” determined by reference to internal financial statements of the Borrower (as opposed to the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)), as set forth in a certificate of a responsible financial or accounting officer of the Borrower (with supporting calculations), and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions takenresulting from or relating to, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements 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 Specified Transaction (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 the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated to result from the actions taken or expected to be taken in the good faith judgment of the Borrower within 18 months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational change, (C) no amounts shall be added pursuant to this Section 1.09(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; and (D) any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last proviso to clause (vii) of permitted by the definition of “Consolidated EBITDA.” (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, amortizationretirement, retirement discharge, defeasance or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid (other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility or line of credit unless accompanied by a permanent commitment reductionsuch Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to Section 1.09(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 Pro Forma Effect to such incurrence incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or repayment extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) At [Reserved] (f) As relates to any time prior to the first applicable test date under Section 7.11action being taken solely in connection with a Limited Condition Transaction, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time.purposes of: (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement (other than the Financial Covenant) which requires that no Default the calculation of any financial ratio or Event of Default has occurredtest, is continuing including the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Total Net Leverage Ratio, or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or would result therefrom or requiring the accuracy of representations and warranties) Total Assets), in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shalleach case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”) ), and if, after such ratios and other provisions are measured or determined on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Transaction (and the other Specified Transactions transactions to be entered into in connection therewith (therewith, including any incurrence of Indebtedness and the use of proceeds thereof) , as if they had occurred at on the beginning first day of the four consecutive fiscal quarter period being used to calculate such financial ratio most recent Test Period ending prior to the LCT Test DateDate (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last day of such Test Period)), the Borrower could or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratios and provisionsratio, test or basket, such provisions ratio, test or basket shall be deemed to have been complied with on such datewith; provided that, that if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of such ratios the ratios, tests or baskets are exceeded for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket (basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the target of any Person subject to such Limited Condition Transaction or any incurrence of IndebtednessTransaction, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transactionaction, such ratiosbaskets, baskets and other provisions tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactionsfluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio (excludingratio, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other Specified Transaction on transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT 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 or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction or is otherwise revoked or withdrawn by the Borrowerpermitted under this Agreement, any such ratio ratio, test or basket shall be calculated (and tested) required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio and Ratio, the Consolidated First Lien Senior Secured Net Leverage Ratio, the Consolidated Cash Interest Coverage Ratio and compliance with covenants determined by reference to Adjusted EBITDA, shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in Section 1.09(bclauses (b), (c) or ), (d), (e) or (f) of this Section 1.09, (A) when calculating the Consolidated First Lien Senior Secured Net Leverage Ratio for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.11definition of “Applicable ECF Percentage”, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effecteffect 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. 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 have been delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period. For the avoidance of the Borrower are available (as determined in good faith by the Borrower); provided thatdoubt, the provisions of this the foregoing sentence shall not apply for purposes of calculating the Consolidated First Lien Senior Secured Net Leverage Ratio for purposes of the definition of “Applicable ECF Percentage” and determining actual compliance with 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 statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period, subject to the adjustments contemplated by the parenthetical in clause (ii) of the proviso to the first sentence of this Section 1.09(a). (b) For purposes of calculating any financial ratio or test, test or basket that is based on a percentage of Consolidated EBITDAcompliance with any covenant determined by reference to Adjusted EBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09(d) (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)1.09) that have been made (i) during the applicable Test Period and or (ii) if applicable as described in Section 1.09(a)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 a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA Adjusted EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last 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 (or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative or operational changeTransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies projected by resulting from or relating to any Specified Transaction (including the Borrower in good faith Transactions) which is being given pro forma effect that have been realized or are expected to be realized as a result of specified and for which the actions necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies were realized during the entirety of such period) period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirementsPublic Company Costs) 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 any financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Specified Transaction is given pro forma effect) and during any applicable subsequent Test Period in which the effects thereof are expected to be realized realized) relating to the Transactions, such Specified Transaction or such implementation of an operational initiative or operational changeTransaction; provided that (A) such cost savings, operating expense reductions, operating initiatives, other operating improvements amounts are reasonably identifiable and synergies are factually supportable in the good faith judgment of the Borrower, (B) such cost savingsactions are taken, operating expense reductions, operating initiatives, other operating improvements and synergies are factually supportable and reasonably anticipated committed to result from the actions be taken or with respect to which substantial steps have been taken or are expected to be taken in the good faith judgment of the Borrower within 18 no later than eighteen (18) months after the date of the Transactions, such Specified Transaction or such implementation of an operational initiative or operational changeTransaction, and (C) no amounts shall be added pursuant to this Section 1.09(cclause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAAdjusted EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; and (D) provided that any increase in Consolidated to Adjusted EBITDA as a result of cost savings, operating expense reductions, operating initiatives, other operating improvements reductions and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the last final proviso to of clause (viivi) of the definition of Consolidated EBITDA. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, amortization, 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 or line of credit unless accompanied by a permanent commitment reductionsuch Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to Section 1.09(a) paragraph (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, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Cash Interest Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness will be given effect as if the same had occurred on the first day of the applicable Test Period). (e) At In connection with any time prior to the first applicable test date under Section 7.11action being taken solely in connection with a Limited Condition Acquisition, any provision requiring the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the first Test Period set forth in Section 7.11 is required with respect to the most recent Test Period prior to such time.purposes of: (i) In connection with the calculation of the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, for purposes of calculating any basket that is subject to a financial ratio or test under this Agreement, no effect (pro forma or otherwise) shall be given to amounts incurred or transactions entered into or consummated on the same date (or on a subsequent date which otherwise requires Pro Forma Effect to be given to such amounts incurred, or transactions entered into or consummated pursuant to any fixed dollar basket or basket based on Consolidated EBITDA. (ii) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the Consolidated First Lien Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default the calculation of any financial ratio or Event test, including the Senior Secured Net Leverage Ratio, Total Net Leverage Ratio and Consolidated Cash Interest Coverage Ratio (and, for the avoidance of Default has occurreddoubt, is continuing any financial ratio set forth in Section 2.12(d)(iii)); or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Adjusted EBITDA or would result therefrom or requiring the accuracy of representations and warranties) Total Assets); in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Transaction, the date of determination of such ratio and determination or measurement of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shalleach case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition TransactionAcquisition, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction Acquisition are entered into (the “LCT Test Date”) ), and if, after such ratios and other provisions are measured or determined on a giving Pro Forma Basis after giving effect Effect to such the Limited Condition Transaction Acquisition and the other Specified Transactions 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 four consecutive fiscal quarter period being used to calculate such financial ratio most recent Test Period ending prior to the LCT Test Date, the Borrower could would have taken been permitted to take such action on the relevant LCT Test Date in compliance with such ratios and provisionsratio, test or basket, such provisions ratio, test or basket shall be deemed to have been complied with on such date; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable LCT Test Datewith. For the avoidance of doubt, (x) if the Borrower has made an LCT Election and any of such ratios the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, test or basket (basket, including due to fluctuations in Consolidated Adjusted EBITDA or Total Assets of the Borrower or the target of any Person subject to such Limited Condition Transaction or any incurrence of IndebtednessAcquisition, disposition or Restricted Payment at or prior to the consummation of the relevant Limited Condition Transaction) transaction or any Default or Event of Default has occurred and is continuing or any such representation or warranty in any Loan Document is not correct on the date of such Limited Condition Transactionaction, such ratiosbaskets, baskets and other provisions tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such circumstance solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactionsfluctuations. If the Borrower has made an LCT Election for any Limited Condition TransactionAcquisition, then in connection with any subsequent calculation of any ratio (excludingratio, for the avoidance of doubt, any ratio contained in Section 7.11 (other than Pro Forma Compliance)) test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any permitted Investment, mergers, the conveyance, lease or other Specified Transaction on transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction or is otherwise revoked or withdrawn by the Borrowerpermitted under this Agreement, any such ratio ratio, test or basket shall be calculated (and tested) required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. (f) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Cash Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness); provided, in 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. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such 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, 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 Borrower or Restricted Subsidiary may designate.