Common use of Pro Forma Calculations Clause in Contracts

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests shall be calculated in the manner prescribed by this Section 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary during the applicable Test Period or 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 had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as 1.09. Whenever a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedto be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) 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 financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), subsequent as the case may be, and Section 6.02(a) are required to the end be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is madeending September 30, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period2017. (cb) For purposes of calculating any financial test ratio or ratiotest, Specified Transactions that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) 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 PeriodPeriod (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.09, then such financial ratio or test (or the then applicable financial test or ratio calculation of Total Assets) shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving in accordance with this Section 1.09. (c) Whenever pro forma effect thereto for such period as if such designation had occurred at the beginning or a determination of the applicable Test Period. If any Debt bears Pro Forma Compliance is to be given to a floating rate of interest and is being given pro forma effectSpecified Transaction, for purposes of determining the pro forma Fixed Charge Coverage Ratiocalculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the interest on such Debt shall amount of “run-rate” cost savings, operating expense reductions, 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 as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, 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 computed based upon included in the average daily balance of such Debt during the applicable Test Period. (d) The initial pro forma calculations permitted of such financial ratios or required tests and during any subsequent Test Period in which the effects thereof are expected to be made realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Company or any Restricted Subsidiary Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Agreement shall include only those adjustments 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 (iD) permitted or required by Regulation S-X under any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the Securities Act of 1933caps, as amended or (ii) permissible by baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with 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. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios the Total Leverage Ratio and tests the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 14.13; provided that notwithstanding anything to the contrary in clauses (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “applicable Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio Period shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating any financial test or ratiothe Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) 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 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Parent Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable financial test or ratio the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the beginning Parent Borrower to be the rate of interest implicit in such Test Period any Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a 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 Parent Borrower or Restricted Subsidiary is designated an Unrestricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or any Unrestricted Subsidiary is redesignated Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted SubsidiarySubsidiaries of any assets, then business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such ratio acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be calculated deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect thereto for such period to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if such designation they had occurred at the beginning of the applicable most recent Test PeriodPeriod ending prior to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If Holdings has made an LCA Election, then in connection with any Debt bears a floating rate subsequent calculation of interest any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is being given pro forma effectconsummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on any such Debt ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as if the rate in effect on applicable Limited Condition Acquisition has actually closed or the date of determination definitive agreement with respect thereto has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Periodterminated. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Cash Interest Coverage Ratio and Consolidated EBITDA shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 1.06. 1.14; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) In or (e) of this Section 1.14, (A) when calculating the event that Total Net Leverage Ratio for purposes of (i) the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in definition of “Applicable Rate,” (ii) the calculation definition of any financial test or ratio “ECF Percentage” and (iii) Section 6.12 (other than Debt incurred or repaid under for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedbasket), the events described in this Section 1.14 that occurred subsequent to the end of the period applicable Test Period shall not be given pro forma effect; provided, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of four consecutive any prepayments in such fiscal quarters (year that reduced the “Test Period”amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for which any financial test or ratio is being calculated but prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any and (B) when calculating any such ratio or simultaneously with test for purposes of the event for which 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 such applicable ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Periodtest. (cb) For purposes of calculating any financial ratio or test or ratioConsolidated EBITDA, Specified Transactions (and, subject to clause (d) below, the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary (a) during the applicable Test Period or (b) 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Holdings or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.14, then such financial ratio or test or Consolidated EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 1.14; provided that with respect to any pro forma calculations to be made in connection with any acquisition or investment in respect of which financial statements for the relevant target are not available for the same Test Period for which financial statements of Holdings are available, the Borrower shall determine such pro forma calculations on the basis of the available financial statements (even if for differing periods) or such other basis as determined on a commercially reasonable basis by the Borrower. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the Borrower and may include, for the avoidance of doubt the amount of “run rate” cost savings, operating expense reductions and synergies related to any Specified Transaction (including, for the avoidance of doubt, acquisitions occurring prior to the Closing Date) that are projected by the Borrower in good faith to be realized as a result of actions that have been taken or initiated or are expected to be taken or initiated on or prior to the date that is eight fiscal quarters after the end of the relevant Test Period (including restructuring and integration charges) (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated on a Pro Forma Basis as though such cost savings had been realized on the first day of the relevant period), net of the amount of actual benefits realized from such actions (it being understood that “run rate” shall mean the full reasonably expected recurring benefit during the eight fiscal quarter period referred to above that is associated with the relevant action); provided that (A) such cost savings are factually supportable and reasonably identifiable and (B) no amounts shall be added to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period. (d) In the event that Holding or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit unless such Indebtedness has been permanently repaid and not replaced and, for the avoidance of doubt, in the event an item of Indebtedness, or Disqualified Equity Interests (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Cash Interest Coverage Ratio, Secured Net Leverage Ratio and the Total Net Leverage Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility in connection therewith), (i) during the applicable Test Period or (ii) subject to 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 applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period 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 Cash Interest Coverage Ratio (or similar ratio), in which case such Specified Transaction incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness will be given effect as if the same had occurred at on the beginning first day of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. ). (e) If any Debt Indebtedness bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has the event for which the calculation of the Cash Interest Coverage Ratio is made had been the applicable rate for the entire Test Period, and period (taking into account any interest on any Debt under a revolving credit facility computed hedging arrangements applicable to such Indebtedness). Interest on a pro forma basis Capital Lease Obligation shall be computed deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Borrower to be the rate of interest implicit in such Capital 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 interbank offered rate, or other rate shall be determined to have been based upon the average daily balance of rate actually chosen, or if none, then based upon such Debt during optional rate chosen as the Borrower or applicable Test PeriodRestricted Subsidiary may designate. (df) The pro forma calculations permitted Notwithstanding anything to the contrary in this Section 1.14 or required in any classification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the asset sale, transfer, disposition or lease thereof has been entered into as discontinued operations, no Pro Forma Effect shall be given to be made by the Company classification thereof as discontinued operations (and the Consolidated EBITDA or any Restricted Subsidiary pursuant component thereof attributable to this Agreement any such Person, business, assets or operations shall include only those adjustments that are (inot be excluded for any purposes hereunder) permitted until such asset sale, transfer, disposition or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDAlease shall have been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios ratios, tests and tests covenants, including the Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.061.9. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating any financial test ratio, covenant or ratiotest, Specified Transactions (with any incurrence or repayment (excluding voluntary repayments) of any Debt in connection therewith to be subject to Section 1.9(c)) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or measurement period and (ii) subsequent to such Test Period 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 EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Periodmeasurement period. If If, since the beginning of any such Test Period applicable period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any Restricted Subsidiary of its Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.9, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 1.9. (c) In the event that Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment (other than voluntary repayments), retirement or extinguishment) any Debt included in the calculations of any financial ratio, covenant or test (in each case, other than Debt incurred or repaid under any revolving credit facility), (i) during the applicable period or (ii) subsequent to the end of the applicable period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Debt, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Periodperiod. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Total Net Leverage Ratio, the 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 1.06. 1.10; provided that, notwithstanding anything to the contrary in clauses (b), (d), (e), (f) In or (g) of this Section 1.10, (A) when calculating any such ratio or test for purposes of (i) the event that definition of “Applicable Margin,” (ii) the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation definition of any financial test or ratio “Applicable ECF Percentage” and (iii) Section 7.11 (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including for the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedpurpose of determining Pro Forma Compliance with Section 7.11), the events described in this Section 1.10 that occurred subsequent to the end of the period applicable Test Period shall not be given pro forma effect and (B) when calculating any such ratio or test for purposes of four consecutive fiscal quarters (the “Test Period”) for which incurrence of any financial test or ratio is being calculated but prior to or simultaneously with Indebtedness, cash and Cash Equivalents resulting from the event for which incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any such applicable ratio or test. In addition, whenever a financial ratio or test is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary during the applicable Test Period or 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 basis, the reference to the “Test Period” for purposes of calculating such Specified Transactions had occurred on financial ratio or test shall be deemed to be a reference to, and shall be based on, the first day most recently ended Test Period for which internal financial statements of the applicable Test Period. If since Lead Borrower are available (as determined in good faith by the beginning of any such Test Period any Person Lead Borrower) (it being understood that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratiocompliance with Section 7.11, if no Test Period with an applicable level cited in Section 7.11 has passed, the interest on such Debt applicable level shall be calculated as if the rate level for the first Test Period cited in effect Section 7.11 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial 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 Pro Forma Compliance with Section 7.11), each of which shall be based on the date of determination has been the applicable rate financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable relevant Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all Adjusted EBITDA, EBITDA, Consolidated Net Income and any financial ratios or tests, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and tests the Total Net Leverage Ratio, shall be calculated in the manner prescribed by this Section 1.06. 1.08; provided that notwithstanding anything to the contrary in clauses (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) or (d) of this Section 1.08, when calculating the Total Net Leverage Ratio for purposes of determining actual compliance (and not Pro Forma Compliance, compliance on a Pro Forma Basis or determining compliance giving Pro Forma Effect to a transaction) with Section 7.01, the events described in this Section 1.08 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test PeriodPeriod shall not be given Pro Forma Effect. (cb) For purposes of calculating Adjusted EBITDA, EBITDA, Consolidated Net Income and any financial test ratios or ratiotests, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Adjusted EBITDA, EBITDA, Consolidated Net Income or any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Adjusted EBITDA, EBITDA, Consolidated Net Income and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Asset Coverage Ratio, the Total Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio, shall be calculated in the manner prescribed by this Section 1.06. 11.5; provided that notwithstanding anything to the contrary in clause (b), (c), (d) In the event that the Company or (e) of this Section 11.5, (A) when calculating any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires such ratio or extinguishes any Debt included in the calculation test for purposes of any financial test or ratio Section 6.1 (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including for the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedpurpose of determining Pro Forma Compliance with Section 6.1), the events described in this Section 11.5 that occurred subsequent to the end of the period applicable Test Period shall not be given pro forma effect and (B) when calculating any such ratio or test for purposes of four consecutive fiscal quarters (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 financial statements of the Borrower have been delivered pursuant to Section 4.1 (it being understood that for purposes of determining Pro Forma Compliance with Section 6.1, if no Test Period with an applicable level cited in Section 6.1 has passed, the applicable level shall be the level for the first Test Period cited in Section 6.1 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial ratio or test or ratio is being calculated but prior to or simultaneously for purposes of Section 6.1 (other than for the purpose of determining Pro Forma Compliance with the event for Section 6.1), each of which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect based on the financial statements delivered pursuant to such incurrence, assumption, guarantee, redemption, repayment, retirement Section 4.1(a) or extinguishment of Debt and the application of the proceeds of such Debt(b), as if applicable, for the same had occurred on the last day of the applicable relevant Test Period. (cb) For purposes of calculating any financial test ratio or ratiotest, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 11.5) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated Net Income and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 11.5, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 11.5. (c) [Reserved]. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to paragraph (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 applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period incurrence (including the accrual of interest with respect to such Indebtedness) or repayment of Indebtedness, in each case to the extent required, (x) with respect to any calculation of the Asset Coverage Ratio or the Total Net Leverage Ratio, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since , and (y) with respect to any calculation of the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted SubsidiaryConsolidated Fixed Charge Ratio, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation the same had occurred at on the beginning first day of the applicable Test Period. (e) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than Section 6.1) which is subject to a Default or an Event of Default qualifier (including any representation and warranty related thereto) or that requires the calculation of any financial ratio or test, including the Asset Coverage Ratio (and, for the avoidance of doubt, any financial ratio set forth in Section 1.12(d)(iii)); or (ii) testing availability under baskets set forth in this Agreement; in each 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 such representation, warranty, requirement 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 any Event of Default under Section 7.1(a) or (f)))) 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 giving pro forma effect to the Limited Condition Transaction (and the other transactions to be entered into in connection therewith), the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Net Income of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCT Election for any Debt Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, or the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness (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 is permitted under this Agreement, any such ratio, test or basket shall be 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, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has the event for which the applicable calculation is made had been the applicable rate for the entire Test Periodperiod (taking into account any interest hedging arrangements applicable to such Indebtedness); provided, and in the case of repayment of any Indebtedness, to the extent actual interest on related thereto was included during all or any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance portion of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required , the actual interest may be used for the applicable portion of such Test Period. Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be made by the Company rate of interest implicit in such Capital 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 any 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 pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDAmay designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Total Leverage Ratio, the Secured Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 1.09; provided that notwithstanding anything to the contrary in clauses (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) or (d) of this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate” and (ii) 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 period of four consecutive fiscal quarters (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 any internal financial test or ratio is being calculated but prior to or simultaneously 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 Rate” and determining actual compliance with Section 7.11 (other than for the event for purpose of determining pro forma compliance with Section 7.11), each of which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect based on the financial statements delivered pursuant to such incurrence, assumption, guarantee, redemption, repayment, retirement Section 6.01(a) or extinguishment of Debt and the application of the proceeds of such Debt(b), as if applicable, for the same had occurred on the last day of the applicable relevant Test Period. (cb) For purposes of calculating any financial test ratio or ratiotest, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 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 a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or expected to be taken no later than eighteen (18) months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in the penultimate proviso of clause (viii) 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, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period or (ii) subject to clause (a) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since Period (or the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning first day of the applicable Test Period. Period solely in the case of the Fixed Charge Coverage Ratio). (e) If any Debt Indebtedness bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has the event for which the calculation of the Fixed Charge Coverage Ratio is made had been the applicable rate for the entire Test Periodperiod (taking into account any hedging obligations applicable to such Indebtedness); provided, and in the case of repayment of any Indebtedness, to the extent actual interest on related thereto was included during all or any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance portion of such Debt during the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in 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 chose, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (df) The At any time prior to March 31, 2013, any provision requiring the pro forma calculations permitted or required to compliance with Section 7.11 shall be made by assuming that compliance with the Company or any Restricted Subsidiary pursuant Consolidated First Lien Net Leverage Ratio set forth in Section 7.11 for the Test Period ending on March 31, 2013 is required with respect to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDAmost recent Test Period prior to such time.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as 1.09. Whenever a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedto be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) 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 financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), subsequent as the case may be, and Section 6.02(a) are required to the end be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is madeending September 30, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period2017. (cb) For purposes of calculating any financial test ratio or ratiotest, Specified Transactions that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) 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 PeriodPeriod (or, in the case of the determination of Total Assets and Consolidated EBITDA, as applicable, the last day). If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.09, then such financial ratio or test (or the then applicable financial test or ratio calculation of Total Assets) shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving in accordance with this Section 1.09. (c) Whenever pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears is to be given to a floating rate of interest and is being given pro forma effectSpecified Transaction, for purposes of determining the pro forma Fixed Charge Coverage Ratiocalculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the interest on such Debt shall amount of “run-rate” cost savings, operating expense reductions, operating initiatives, operating changes and enhancements 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 as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis as though such cost savings, operating expense reductions, operating initiatives, operating changes and enhancements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, operating changes and enhancements 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 computed based upon included in the average daily balance initial pro forma calculations of such Debt financial ratios or tests and during any subsequent Test Period in which the applicable Test Period.effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are taken, committed to be taken or expected to be taken no later than 24 months after the date of such Specified Transaction, and (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; (d) The pro forma calculations permitted or required to Any provision requiring Pro Forma Compliance with Section 7.11 shall be made by assuming that compliance with the Company or any Restricted Subsidiary Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Agreement shall include only those adjustments that are Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) permitted or required by Regulation S-X under the Securities Act definition of 1933, as amended or “Applicable Rate” and (ii) permissible by the definition of Consolidated EBITDA“Applicable ECF Percentage,” the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the First Lien Net Leverage Ratio, Interest Coverage Ratio and Consolidated Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) In 1.4; provided that notwithstanding anything to the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included contrary in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedSection 1.4(b), (c) or (d), when (i) calculating the Consolidated Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the definition of “ECF Percentage”, the events described in this Section 1.4 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio applicable Reference Period shall not be given pro forma effect and shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on at the last day of such fiscal year or fiscal quarter, as the case may be. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Reference 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 Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or (b), as applicable Test Period(or, if prior to the date of delivery of the first financial statements delivered pursuant to Section 7.1, the most recent financial statements referred to in Section 5.1). (cb) For purposes of calculating any financial test ratio or ratiotest, Specified Significant Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.4(d)) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Reference Period or and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference 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 Significant Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Significant Transaction) had occurred on the first day (or, in case of the determination of Consolidated Total Tangible Assets, the last day) of the applicable Test Reference Period. If since the beginning of any such Test applicable Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Reference Period shall have made any Specified Significant Transaction that would have required adjustment pursuant to this SectionSection 1.4, then such financial ratio or test (or Consolidated Total Tangible Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.4. (c) Whenever pro forma effect is to be given to a Significant Transaction, the calculations made on a pro forma basis 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, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of the Transactions or any Significant Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), and “run-rate” means the full recurring benefit for a period in connection with the Transactions or any Significant Transaction, as applicable, (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 Reference Period in which the effects thereof are expected to be realized relating to the Transactions or such Significant Transaction, as applicable; provided that (i) such amounts are reasonably anticipated to be realized and reasonably factually supportable and quantifiable in the good faith judgment of the Borrower, (ii) such actions are to be taken within (A) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, not later than eighteen (18) months after the Closing Date, and (B) in all other cases, within 18 months after the consummation of the Significant Transaction, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies and (iii) and no cost savings, operating expense reductions and synergies shall be added pursuant to this clause 1.4(c) to the extent duplicative of any expenses or charges otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided further that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies pursuant to this Section 1.4(c) shall be subject to the limitation set forth in 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, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Reference Period or (ii) subject to Section 1.4(a) subsequent to the end of the applicable Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Reference Period. If any Debt Indebtedness bears a floating or formula based rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has had been the applicable rate for the entire period (taking into account any Hedge Agreement applicable to such Indebtedness). (e) At any time prior to the first date on which the Financial Covenants are required to be tested under Section 8.1, any provision requiring the pro forma compliance with Section 8.1 shall be made assuming that compliance with the Consolidated Total Net Leverage Ratio and Interest Coverage Ratio set forth in Section 8.1 for the Reference Period ending on such date is required with respect to the most recent Reference Period prior to such time. (f) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenants) which requires the calculation of any financial ratio or test, including the First Lien Net Leverage Ratio, Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, any financial ratio set forth in Section 2.4(a)); or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Tangible Assets); in each case, at the option of the Borrower and, to the extent required by Section 2.4 or Section 3.16, with the consent of the requisite lenders required thereby (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA 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 Acquisition are entered into (the “LCA Test PeriodDate”), and interest if, after giving pro forma effect to the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith), the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCA Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any Debt of the ratios, tests or baskets for which compliance was determined or tested as of the LCA Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Tangible Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, Dispositions of assets of the Borrower and its Restricted Subsidiaries, the prepayment, redemption, purchase, repurchase, conversion, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under a revolving credit facility computed this Agreement, any such ratio, test or basket shall be required to be satisfied on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the Securities Act use of 1933, as amended or proceeds thereof) have been consummated and (ii) permissible by assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the definition use of Consolidated EBITDAproceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios the Leverage Ratio and tests the Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 1.07; provided that when calculating any such ratio for the purpose of (i) the definition of Applicable Margin or Applicable Percentage, (ii) any mandatory prepayment provision under Section 2.10(b) or (iii) actual compliance with the Financial Covenant, the events set forth in clause (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) and (d) below that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Leverage Ratio and the Senior Secured Leverage Ratio, all Specified Transactions (and the incurrence or repayment of any Indebtedness and the granting or terminating of any Liens in connection therewith) that have been consummated (i) during the applicable period of four consecutive fiscal quarters for which such financial ratio is being determined (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (cii) For purposes of calculating any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary during the applicable Test Period or 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 EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. (c) If pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the Borrower and include only those adjustments that (i) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (ii) are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, (B) [reserved], (C) factually supportable and reasonably identifiable and (D) based on reasonably detailed written assumptions. If since For the beginning avoidance of doubt, all pro forma adjustments shall be consistent with, and subject to, the caps and limits set forth in the applicable definitions herein. To the extent compliance with the Financial Covenant is being tested prior to the first test date under the Financial Covenant, in order to determine permissibility of any action by the Borrower or its Subsidiaries, such compliance shall be tested against the applicable ratio for such first test date. (d) In the event that the Borrower or any of its Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculation of the Leverage Ratio or the Senior Secured Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the Ordinary Course of Business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such Test Period any Person that subsequently became a Restricted Subsidiary or was mergedratio is made, amalgamated or consolidated with or into then the Company or any Restricted Subsidiary since Leverage Ratio and/or the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test or ratio Senior Secured Leverage Ratio shall be calculated giving pro forma effect thereto for to such period as if such Specified Transaction occurred at incurrence or repayment of Indebtedness, to the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiaryextent required, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect same had occurred on the date last day of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (de) The If the Borrower or one of its Subsidiaries is entering into a Limited Condition Acquisition, any subsequent calculation of any ratio or basket with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, Dispositions, Investments, the prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing, on or following the relevant date of determination and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a pro forma calculations permitted basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated except (solely in the case of any ratio or required basket with respect to be made by the Company making of Restricted Payments or any Restricted Subsidiary pursuant the prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing) to this Agreement shall include only those adjustments that are the extent such calculation on a pro forma basis would result in a lower ratio or increased basket availability (ias applicable) permitted or required by Regulation S-X under than if calculated without giving effect to such Limited Condition Acquisition and the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDAother transactions in connection therewith.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary hereinin this Agreement, all EBITDA, Cash Flow and any financial ratios or tests, including the Fixed Charge Coverage Ratio and tests the Total Net Leverage Ratio (but excluding, for the avoidance of doubt, the calculation of Excess Cash Flow), shall be calculated in the manner prescribed by this Section 1.0611.5; provided that, notwithstanding anything to the contrary in this Section 11.5, when calculating the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio for purposes of determining actual compliance (and not pro forma compliance, compliance on a pro forma basis or determining compliance giving pro forma effect to a transaction) with Section 6.1, the events described in this Section 11.5 that occurred subsequent to the end of the applicable Measurement Period shall not be given pro forma effect. (b) For purposes of calculating EBITDA, Cash Flow and any financial ratios or tests, including the Fixed Charge Coverage Ratio and the Total Net Leverage Ratio (but excluding, for the avoidance of doubt, the calculation of Excess Cash Flow), Pro Forma Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to Section 11.5(c) that have been made by any Credit Party and/or its Subsidiaries (i) during the applicable Measurement Period or (ii) subject to the proviso set forth in Section 11.5(a), subsequent to such Measurement Period ad prior to or simultaneously with the event for which the calculation of any such ratio or test is made shall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and the change in EBITDA and other components of the financial covenants resulting from such Pro Forma Transaction) had occurred on the first day of the applicable Measurement Period. If since the beginning of any such Measurement Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into any Credit Party or any Subsidiary of such Credit Party since the beginning of such Measurement Period shall have made any Pro Forma Transaction that would have required adjustment pursuant to this Section 11.5, then EBITDA, Cash Flow and any financial ratios or tests, including the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio and the Senior Leverage Ratio, shall be calculated giving pro forma effect thereto for such Measurement Period in accordance with this Section 11.5. (c) In the event that the Company any Credit Party or any Restricted Subsidiary incursincurs (including by assumption or guarantees) or repays (including by redemption, assumesrepayment, guarantees, redeems, repays, retires retirement or extinguishes extinguishment) any Debt Indebtedness included in the calculation calculations of any financial test or ratio the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio and the Senior Leverage Ratio, as the case may be (in each case, other than Debt Indebtedness incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including in the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and ordinary course of business for which any financial ratio or test is being calculatedworking capital purposes), (i) during the applicable Measurement Period or (ii) subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but applicable Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio and the Senior Leverage Ratio, as applicable, shall be calculated giving pro forma effect to such incurrenceincurrence or repayment of Indebtedness, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and to the application of the proceeds of such Debtextent required, as if the same had occurred (A) in the case of the Fixed Charge Coverage Ratio (or any similar ratio or test), on the first day of the applicable Measurement Period and (B) in the case of the Total Net Leverage Ratio and the Senior Leverage Ratio, as applicable, on the last day of the applicable Test Measurement Period. (cd) For purposes of calculating any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary during the applicable Test Period or 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 had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt Indebtedness bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has the event for which the calculation of the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio and the Senior Leverage Ratio is made had been the applicable rate for the entire Test Period, and period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower Representative to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on any Debt under Indebtedness that may optionally be determined at an interest rate based upon a revolving credit facility computed on factor of a pro forma basis prime or similar rate, a eurocurrency interbank offered rate or other rate shall be computed determined to have been based upon the average daily balance of rate actually chosen, or if none, then based upon such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made optional rate chosen by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.Borrower Representative. [Signature Pages Follow]

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios the First Lien Net Leverage Ratio and tests the Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 1.04; provided that, notwithstanding anything to the contrary in clause (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) or (d) of this Section 1.04, when calculating the First Lien Net Leverage Ratio for purposes of the Applicable Excess Cash Flow Percentage the events described in this Section 1.04 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “applicable Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio Period shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating any financial test or ratiothe First Lien Net Leverage Ratio and the Total Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) 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 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Lead Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.04, then the First Lien Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.04. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Lead Borrower in accordance with the terms of this Agreement. (d) In the event that the Lead Borrower or any Restricted Subsidiary of the Lead Borrower incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the First Lien Net Leverage Ratio and the Total Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable financial test or ratio the First Lien Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated giving pro forma effect thereto for to such period as if such Specified Transaction occurred at incurrence or repayment of Indebtedness, to the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiaryextent required, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect same had occurred on the date last day of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (de) The pro forma calculations permitted Notwithstanding anything in this Agreement to the contrary, with respect to any Designated Acquisition and the incurrence of any Designated Indebtedness (including Incremental Term Loans or New Term Loans) or Lien in connection therewith, compliance with any financial test required by this Agreement for such Designated Acquisition and such Designated Indebtedness shall be determined on the date the definitive acquisition agreement for such Designated Acquisition is entered into (and not at the time of closing of such Designated Acquisition or the incurrence of such Designated Indebtedness) and, thereafter until consummation of such Designated Acquisition or the termination of such definitive agreement relating to such Designated Acquisition, all other incurrence tests under this Agreement shall be required to be made by complied with on an actual basis without giving effect to such Designated Indebtedness or Designated Acquisition and on a pro forma basis after giving effect to such Designated Acquisition and the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act incurrence of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDAsuch Designated Indebtedness.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the First Lien Net Leverage Ratio and Consolidated Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) In 1.4; provided that notwithstanding anything to the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included contrary in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedSection 1.4(b), (c) or (d), when (i) calculating the Consolidated Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the definition of “ECF Percentage”, the events described in this Section 1.4 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio applicable Reference Period shall not be given pro forma effect and shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on at the last day of such fiscal year or fiscal quarter, as the case may be. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Reference 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 Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or (b), as applicable Test Period(or, if prior to the date of delivery of the first financial statements delivered pursuant to Section 7.1, the most recent financial statements referred to in Section 5.1). (cb) For purposes of calculating any financial test ratio or ratiotest, Specified the Transactions or any Significant Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.4(d)) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Reference Period or and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference 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 the Transactions or all such Specified Significant Transactions, as applicable (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to the Transactions or any Significant Transaction, as applicable) had occurred on the first day (or, in case of the determination of Consolidated Total Tangible Assets, the last day) of the applicable Test Reference Period. If since the beginning of any such Test applicable Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Reference Period shall have made any Specified Significant Transaction that would have required adjustment pursuant to this SectionSection 1.4, then such financial ratio or test (or Consolidated Total Tangible Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.4. (c) Whenever pro forma effect is to be given to the Transactions or any Significant Transaction, the calculations made on a pro forma basis 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, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of the Transactions or any Significant Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), and “run-rate” means the full recurring benefit for a period in connection with the Transactions or any Significant Transaction, as applicable, (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 Reference Period in which the effects thereof are expected to be realized relating to the Transactions or such Significant Transaction, as applicable; provided that (i) such amounts are reasonably anticipated to be realized and reasonably factually supportable and quantifiable in the good faith judgment of the Borrower, (ii) such actions are to be taken within (A) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, not later than eighteen (18) months after the Closing Date, and (B) in all other cases, within 18 months after the consummation of the Significant Transaction, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies and (iii) and no cost savings, operating expense reductions and synergies shall be added pursuant to this clause 1.4(c) to the extent duplicative of any expenses or charges otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided further that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies pursuant to this Section 1.4(c) shall be subject to the limitation set forth in 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, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Reference Period or (ii) subject to Section 1.4(a) subsequent to the end of the applicable Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Reference Period. If any Debt Indebtedness bears a floating or formula based rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has had been the applicable rate for the entire period (taking into account any Hedge Agreement applicable to such Indebtedness). (e) At any time prior to the first date on which the Financial Covenants are required to be tested under Section 8.1, any provision requiring the pro forma compliance with Section 8.1 shall be made assuming that compliance with the Consolidated Total Net Leverage Ratio set forth in Section 8.1 for the Reference Period ending on such date is required with respect to the most recent Reference Period prior to such time. (f) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenants) which requires the calculation of any financial ratio or test, including the First Lien Net Leverage Ratio, Consolidated Total Net Leverage Ratio (and, for the avoidance of doubt, any financial ratio set forth in Section 2.4(a)); or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Tangible Assets); in each case, at the option of the Borrower and, to the extent required by Section 2.4 or Section 3.16, with the consent of the requisite lenders required thereby (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA 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 Acquisition are entered into (the “LCA Test PeriodDate”), and interest if, after giving pro forma effect to the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith), the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCA Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any Debt of the ratios, tests or baskets for which compliance was determined or tested as of the LCA Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Tangible Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, Dispositions of assets of the Borrower and its Restricted Subsidiaries, the prepayment, redemption, purchase, repurchase, conversion, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under a revolving credit facility computed this Agreement, any such ratio, test or basket shall be required to be satisfied on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the Securities Act use of 1933, as amended or proceeds thereof) have been consummated and (ii) permissible by assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the definition use of Consolidated EBITDAproceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests (including measurements of Consolidated Adjusted EBITDA), including the Net Senior Secured Leverage Ratio, the Total Net Leverage Ratio, Total Assets and the Interest Coverage Ratio, and compliance with covenants determined by reference to Consolidated Adjusted EBITDA or Total Assets (including any component definitions thereof), shall be calculated in the manner prescribed by this Section 1.06. 1.10; provided that, notwithstanding anything to the contrary herein, when calculating any such ratio for the purpose of the definition of Applicable Rate, any mandatory prepayment provision hereunder or compliance with Section 7.07, the events set forth in clauses (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) and (d) below that occurred subsequent to the end of the applicable Test Period (other than as specifically described in the definition of “Consolidated Adjusted EBITDA”) shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “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. (b) For purposes of calculating any financial ratio or test (including the Net Senior Secured Leverage Ratio, the Total Net Leverage Ratio and, the Interest Coverage Ratio, and any Pro Forma Transactions (and the), any incurrence or repayment of any Indebtedness in connection therewith), redemption, retirement, defeasance or extinguishment of Indebtedness or any issuance and/or offering of equity interest (including, in each case, by the Company), any investment (including any Investment) any Restricted Junior Payment, any acquisition and, any disposition (including any Disposition or Asset Sale) or any Limited Condition Transaction, or any business combination or similar transaction, or any Reorganization, in each case, that have been consummated (i)(i) during the applicable period of four (4) consecutive fiscal quarters Fiscal Quarters for which such financial ratio is being determined (the “Test Period”) for which any financial test or ratio is being calculated but prior to (ii) or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (cii) For purposes of calculating any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made made, shall be calculated on a pro forma formaform basis assuming that all such Specified Transactions Pro Forma Transactionsevents (and any increase or decreasedecreased in Consolidated Adjusted EBITDA and the component financialfinancials definitions used therein attributable to any Pro Forma Transactionsuch event) had occurred on the first day of the applicable Test Period. If since . (c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the beginning pro forma calculations shall be made in good faith by a financial or accounting Responsible Officer of the Company and may include, for the avoidance of doubt, the amount of synergies and cost savings projected by the Company from actions taken or expected to be taken during the 12-month period following the date of such Pro Forma Transaction, net of the amount of actual benefits theretofore realized during such period from such actions; provided that (i) such amounts are reasonably identifiable, quantifiable and factually supportable in the good faith judgment of the Company, (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such Test Period period and (iii) the aggregate amount of cost savings and synergies added pursuant to this clause (c) for any Person that subsequently became a Restricted Subsidiary or was mergedsuch period, amalgamated or consolidated together with or into the Company or any Restricted Subsidiary since the beginning addback to Consolidated Adjusted EBITDA pursuant to paragraph (f) thereof, during any such period, shall not exceed 15% of Consolidated Adjusted EBITDA for such Test Period shall have made period, calculated without giving effect to any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test clause (c) or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning paragraph (f) of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated Adjusted EBITDA. Nothing in this clause (c) shall limit any adjustment to Consolidated Adjusted EBITDA permitted pursuant to clause (y) of the proviso to paragraph (f) of the definition of Consolidated Adjusted EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, all financial ratios calculations of the Consolidated Leverage Ratio and tests Consolidated EBITDA shall be calculated made on a Pro Forma Basis with respect to all Specified Transactions occurring during the applicable Measurement Period to which such calculation relates, and/or subsequent to the end of such Measurement Period but not later than the date of such calculation; provided, that, notwithstanding the foregoing, when calculating the Consolidated Leverage Ratio and/or Consolidated EBITDA for purposes of determining compliance with Section 7.11, any Specified Transaction and any related adjustment contemplated in the manner prescribed by this Section 1.06. (b) In the event definition of Pro Forma Basis that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), occurred subsequent to the end of the period applicable Measurement Period shall not be given Pro Forma Effect. For purposes of four consecutive fiscal quarters (the “Test Period”) for determining compliance with any provision of this Agreement which requires Pro Forma Compliance with any financial test or ratio is being calculated but prior to or simultaneously with covenant set forth in Section 7.11, (i) in the event for which the calculation case of any such ratio is madecompliance required after delivery of financial statements for the fiscal quarter ending September 30, then 2019, such financial test or ratio Pro Forma Compliance shall be calculated giving pro forma effect determined by reference to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debtmaximum Consolidated Leverage Ratio and/or minimum Consolidated EBITDA, as if applicable, permitted for the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating any fiscal quarter most recently then ended for which financial test or ratio, Specified Transactions that statements have been made by the Company delivered (or any Restricted Subsidiary during the applicable Test Period or 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 had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or were required to be made by the Company have been delivered) in accordance with Section 6.01(a) or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933b), as amended or (ii) permissible in the case of any such compliance required prior to the delivery referred to in clause (i) above, such Pro Forma Compliance shall be determined by reference to (x) the definition of Interim Financial Statements, and (y) the maximum Consolidated Leverage Ratio and/or minimum Consolidated EBITDA, as applicable, permitted for the fiscal quarter ending September 30, 2019.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Consolidated Total Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 1.9; provided that notwithstanding anything to the contrary in Section 1.9(b) or (b) In the event that the Company or any Restricted Subsidiary incursd), assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation when calculating Fixed Charge Coverage Ratio for purposes of any financial test or ratio determining compliance with Section 7 (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including for the Debt issued, incurred or assumed purpose of determining pro forma compliance with Section 7 as a result of, or condition to finance, taking any relevant transaction and for which any financial ratio or test is being calculatedaction under this Agreement), the events described in the definition of “Pro Forma Basis” that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “applicable Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio Period shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For Notwithstanding anything to the contrary herein, but subject to Section 1.2(b) and (d), for purposes of calculating any financial test ratio or ratiotest, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.2(c)) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) if applicable as described in Section 1.9(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 (or, in case of the determination of Consolidated Total Assets, the last day) of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then such financial ratio or test (or Consolidated Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section. (c) [Intentionally Deleted]. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness or issues or redeems Disqualified Equity Interests or Preferred Equity Interests included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and accompanied by a permanent commitment reduction), (i) during the applicable Test Period or (ii) subject to Section 1.9(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 applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, or such issuance or redemption of Disqualified Equity Interests or Preferred Equity Interests, to the extent required, as if such Specified Transaction the same had occurred at (x) in the beginning case of any leverage-based ratio, on the last day of the applicable Test Period and (y) in the case of any cash interest coverage ratio or fixed charge coverage ratio, on the first day of the applicable Test Period. If since . (e) Subject to Section 1.2(e) and (f), the beginning of such Test Period interest on any Restricted Subsidiary is designated an Unrestricted Subsidiary Indebtedness and dividends or distributions on any Unrestricted Subsidiary is redesignated as a Restricted SubsidiaryDisqualified Equity Interests or Preferred Equity Interests, then such ratio in each case, assumed to be outstanding pursuant to preceding clause (d) shall be calculated giving pro forma effect thereto for such period as if such designation Indebtedness, Disqualified Equity Interests or Preferred Equity Interests had occurred borne interest or accrued dividends or disbursements at (x) the beginning rate applicable thereto, in the case of fixed rate Indebtedness, Disqualified Equity Interests or Preferred Equity Interests or (y) the rates which would have been applicable Test Period. If thereto during the respective period when same was deemed outstanding, in the case of floating rate Indebtedness (although interest expense with respect to any Debt bears Indebtedness for periods while same was actually outstanding during the respective period shall be calculated using the actual rates applicable thereto while same was actually outstanding); provided that all Indebtedness (whether actually outstanding or deemed outstanding) bearing interest at a floating rate of interest and shall be tested on the basis of the rates applicable at the time the determination is being given pro forma effect, for made pursuant to said provisions. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS. For purposes of determining making the pro forma Fixed Charge Coverage Ratiocomputation referred to above, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt Indebtedness under a revolving credit facility computed on with a pro forma basis shall be computed based upon the average daily balance of such Debt Indebtedness during the applicable Test Periodperiod except as set forth in Section 1.9(a). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios the Total Leverage Ratio and tests the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 14.13; provided that notwithstanding anything to the contrary in clauses (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “applicable Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio Period shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating any financial test or ratiothe Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) 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 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Parent Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable financial test or ratio the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the beginning Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a 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 Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything in this Agreement to the contrary, with respect to any Designated Acquisition and the incurrence of any Designated Indebtedness (including Incremental Term Loans) or Lien in connection therewith, compliance with any financial test required by this Agreement for such Designated Acquisition and such Designated Indebtedness shall be determined on the date the definitive acquisition agreement for such Designated Acquisition is entered into (and not at the time of closing of such Test Period Designated Acquisition or the incurrence of such Designated Indebtedness) and, thereafter until consummation of such Designated Acquisition or the termination of such definitive agreement relating to such Designated Acquisition, all other incurrence tests under this Agreement shall be required to be complied with on an actual basis without giving effect to such Designated Indebtedness or Designated Acquisition and on a Pro Forma Basis after giving effect to such Designated Acquisition and the incurrence of such Designated ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any Restricted Subsidiary is designated an Unrestricted Subsidiary ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or any Unrestricted Subsidiary is redesignated Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted SubsidiarySubsidiaries of any assets, then business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such ratio acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be calculated deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect thereto for such period to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if such designation they had occurred at the beginning of the applicable most recent Test PeriodPeriod ending prior to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If Holdings has made an LCA Election, then in connection with any Debt bears a floating rate subsequent calculation of interest any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is being given pro forma effectconsummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on any such Debt ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as if the rate in effect on applicable Limited Condition Acquisition has actually closed or the date of determination definitive agreement with respect thereto has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Periodterminated. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios the Total Leverage Ratio and tests the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 14.13; provided that notwithstanding anything to the contrary in clauses (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “applicable Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio Period shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating any financial test or ratiothe Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) 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 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Parent Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable financial test or ratio the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as Interest on a Restricted Subsidiary, then such ratio Capital Lease shall be calculated giving pro forma effect thereto for such period as if such designation had occurred deemed to accrue at the beginning an interest rate reasonably determined by a responsible financial or accounting officer of the applicable Test Period. If any Debt bears a floating Parent Borrower to be the rate of interest and is being given pro forma effectimplicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, for purposes of determining the pro forma Fixed Charge Coverage Ratioa London interbank offered rate, the interest on such Debt or other rate, shall be calculated as if 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 Restricted Subsidiary may designate. (e) Notwithstanding anything in effect this Agreement to the contrary, with respect to any Designated Acquisition and the incurrence of any Designated Indebtedness (including Incremental Term Loans) or Lien in connection therewith, compliance with any financial test required by this Agreement for such Designated Acquisition and such Designated Indebtedness shall be determined on the date the definitive acquisition agreement for such Designated Acquisition is entered into (and not at the time of determination has been closing of such Designated Acquisition or the applicable rate for incurrence of such Designated Indebtedness) and, thereafter until consummation of such Designated Acquisition or the entire Test Periodtermination of such definitive agreement relating to such Designated Acquisition, and interest on any Debt all other incurrence tests under a revolving credit facility computed on a pro forma basis this Agreement shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by complied with on an actual basis without giving effect to such Designated Indebtedness or Designated Acquisition and on a Pro Forma Basis after giving effect to such Designated Acquisition and the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act incurrence of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDAsuch Designated Indebtedness.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Consolidated Total Net Rent Adjusted Leverage Ratio, the Consolidated Cash Interest Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall be calculated in the manner prescribed by this Section 1.06. 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) In the event that the Company or (e) of this Section 1.09, (A) when calculating any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated)for purposes of (i) the definition of “Applicable Rate,” and (ii) Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the period applicable Test Period shall not be given pro forma effect and (B) when calculating any such ratio or test for purposes of four consecutive fiscal quarters (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 are available (as determined in good faith by the Borrower). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial ratio or test or ratio is being calculated but prior to or simultaneously with for purposes of (i) the event for definition of “Applicable Rate,” and (ii) Section 7.11, each of which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect based on the financial statements delivered pursuant to such incurrence, assumption, guarantee, redemption, repayment, retirement Section 6.01(a) or extinguishment of Debt and the application of the proceeds of such Debt(b), as if applicable, for the same had occurred on the last day of the applicable relevant Test Period. (cb) For purposes of calculating any financial ratio or test or ratiocompliance with any covenant determined by reference to Consolidated EBITDA, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Company Borrower or any Restricted Subsidiary of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 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 a Specified Transaction, 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 and cost synergies resulting from or relating to any Specified Transaction (including the Transactions) which is being given pro forma effect that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions and cost 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 and cost synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and cost 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 Public 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 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) relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (D) the aggregate amount of adjustments and addbacks to Consolidated EBITDA (or the components thereof) pursuant to clause (a)(iv)(A) (other than clauses (a)(iv)(A)(5), (a)(iv)(A)(6) and (a)(iv)(A)(8)(ii)) of the definition of “Consolidated EBITDA”, clause (a)(vi) of the definition of “Consolidated EBITDA”, clause (a)(vii) of the definition of “Consolidated EBITDA” and this Section 1.09(c) shall not exceed 5.0% of Consolidated EBITDA for such period (calculated after giving effect to such adjustments and addbacks). (d) In the event that the Borrower or any of its Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to 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 applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period 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 Specified Transaction incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness will be given effect as if the same had occurred at on the beginning first day of the applicable Test Period. If since ). (e) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than the beginning Financial Covenants) which requires the calculation of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary financial ratio or test, including the Consolidated Total Net Rent Adjusted Leverage Ratio and Consolidated Cash Interest Coverage Ratio (and, for the avoidance of doubt, any Unrestricted Subsidiary is redesignated financial ratio set forth in Section 2.14(d)(iii)); or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a Restricted Subsidiarypercentage of Consolidated EBITDA); in each case, then at the option of the Borrower (the Borrower’s election to exercise such ratio 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 calculated giving pro forma effect thereto deemed to be the date the definitive agreements for such period Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if such designation they had occurred at the beginning of the applicable most recent Test PeriodPeriod ending prior to the LCT Test Date, the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Debt Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Permitted Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness (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 is permitted under this Agreement, any such ratio, test or basket shall be 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, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has 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, and 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 its Subsidiaries may designate. (g) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any Debt under a revolving credit facility computed provision of this Agreement which requires compliance on a pro forma basis with any financial covenant set forth in Section 7.11 prior to delivery of the financial statements required pursuant to Section 6.01(a) for the fiscal year ending on or around December 31, 2024, the Loan Parties shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The deemed to be in compliance on a pro forma calculations permitted or required to be made by basis so long as the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under Consolidated Total Net Rent Adjusted Leverage Ratio is not greater than 5.25:1.00 and the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDACash Interest Coverage Ratio is not less than 1.75:1.00.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as 1.09. Whenever a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedto be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) 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 financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), subsequent as the case may be, and Section 6.02(a) are required to the end be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is madeending September 30, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period2017. (cb) For purposes of calculating any financial test ratio or ratiotest, Specified Transactions that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) 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 PeriodPeriod (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.09, then such financial ratio or test (or the then applicable financial test or ratio calculation of Total Assets) shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving in accordance with this Section 1.09. (c) Whenever pro forma effect thereto for such period as if such designation had occurred at the beginning or a determination of the applicable Test Period. If any Debt bears Pro Forma Compliance is to be given to a floating rate of interest and is being given pro forma effectSpecified Transaction, for purposes of determining the pro forma Fixed Charge Coverage Ratiocalculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the interest on such Debt shall amount of “run-rate” cost savings, operating expense reductions, 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 as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, 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 computed based upon included in the average daily balance of such Debt during the applicable Test Period. (d) The initial pro forma calculations permitted of such financial ratios or required tests and during any subsequent Test Period in which the effects thereof are expected to be made realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Company or any Restricted Subsidiary Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 24 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Agreement shall include only those adjustments 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 (iD) permitted or required by Regulation S-X under any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the Securities Act of 1933caps, as amended or (ii) permissible by baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with 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. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the 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 EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.06; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.06, (A) when calculating 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 Pro Forma Compliance with Section 6.12), the events described in this Section 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 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 Holdings are available (as determined in good faith by the Borrower) (it being understood that for purposes of determining Pro Forma Compliance with Section 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 first Test Period cited in Section 6.12 with an indicated level). (b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Consolidated 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 1.06) that (i) have been made during the applicable Test Period or (ii) if applicable as described in clause (a) above, have been made subsequent to such Test Period and prior to or substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated 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 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 1.06, then such financial ratio or test (or Total Assets) shall be calculated to give Pro Forma Effect thereto in accordance with this Section 1.06. (c) Whenever Pro Forma Effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible 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 and synergies resulting from or relating to, any Specified Transaction (including the Transactions) to the extent permitted by the definition of “Consolidated EBITDA.” (d) In the event that the Company Holdings or any Restricted Subsidiary incursincurs (including by assumption or guarantees) or repays (including by repurchase, assumesredemption, guaranteesrepayment, redeemsretirement, repaysdischarge, retires defeasance or extinguishes extinguishment) any Debt included Indebtedness (in the calculation of any financial test each case, other than Indebtedness incurred or ratio repaid (other than Debt Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility unless such Debt Indebtedness has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedreplaced), ) subsequent to the end of the period of four consecutive fiscal quarters (the “applicable Test Period”) for which any financial test or ratio is being calculated but 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 or ratio shall be calculated giving pro forma effect Pro Forma Effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement retirement, discharge, defeasance or extinguishment of Debt and Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the application of the proceeds of such Debtextent required, as if the same had occurred on the last day of the applicable Test Period. (ce) For As relates to any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of calculating any financial test or ratio, Specified Transactions that have been made by this Agreement (other than the Company or any Restricted Subsidiary during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for Financial Covenant) which requires the calculation of any financial ratio or test, 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 Total Assets), in each case, at the option of the Borrower (the Borrower’s election to exercise such ratio option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is made permitted hereunder shall be calculated on a pro forma basis assuming that all deemed to be the date the definitive agreements for such Specified Transactions Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction (and the other transactions to be entered into in connection therewith, including any incurrence of Indebtedness and the use of proceeds thereof, as if they had occurred on the first day of the applicable most recent Test Period. If since Period ending prior to the beginning LCT Test Date (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any such Test Period any Person that subsequently became a Restricted Subsidiary leverage-based test or was mergedratio, amalgamated or consolidated with or into which shall in each case be treated as if they had occurred on the Company or any Restricted Subsidiary since the beginning last day of such Test Period Period)), the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with; 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, if the Borrower has made an LCT Election and any Specified Transaction that of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have required adjustment pursuant failed to this Sectionhave been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the then applicable financial test making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning other transfer of all or substantially all of the applicable Test Period. If since assets of the beginning Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of such Test Period any Restricted Subsidiary is designated 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 any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto the date that the definitive agreement or irrevocable notice for such period as if Limited Condition Transaction is terminated or expires without consummation of such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effectLimited Condition Transaction, for purposes of determining the pro forma Fixed Charge Coverage Ratiowhether such Subsequent Transaction is permitted under this Agreement, the interest on any such Debt ratio, test or basket shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are satisfied on a Pro Forma Basis (i) permitted or required by Regulation S-X under assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the Securities Act use of 1933, as amended or proceeds thereof) have been consummated and (ii) permissible by assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the definition use of Consolidated EBITDAproceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Total Leverage Ratio, First Lien Leverage Ratio and Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.061.02; provided that notwithstanding anything to the contrary in Section 1.02(b) or (c), when (i) calculating the Total Leverage Ratio for purposes of the definition of “Applicable Margin” and (ii) determining actual quarterly compliance with the financial covenants pursuant to Sections 7.02(d) and (e) (and not compliance on a Pro Forma Basis for purposes of testing the permissibility of a transaction hereunder), the events described in this Section 1.02 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating any financial ratio or test, Specified Transactions (with any incurrence or repayment of any Debt in connection therewith to be subject to Section 1.02(c)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.02(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBIT or Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day (or, in case of the determination of 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 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 1.02, then such financial ratio or test (or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.02. (c) In the event that the Company API or any Restricted Subsidiary incursincurs (including by assumption or guarantees) or repays (including by redemption, assumesrepayment, guarantees, redeems, repays, retires retirement or extinguishes extinguishment) any Debt included in the calculation calculations of any financial ratio or test or ratio (in each case, other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including in the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and ordinary course of business for which any financial ratio or test is being calculatedworking capital purposes), (i) during the applicable Test Period or (ii) subject to Section 1.02(a) subsequent to the end of the period of four consecutive fiscal quarters (the “applicable Test Period”) for which any financial test or ratio is being calculated but 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 or ratio shall be calculated giving pro forma effect to such incurrenceincurrence or repayment of Debt, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and to the application of the proceeds of such Debtextent required, as if the same had occurred on the last day of the applicable Test Period. (cd) For purposes of calculating At any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary during the applicable Test Period or subsequent to such Test Period and time prior to or simultaneously June 30, 2015, any provision requiring the compliance with Sections 7.02(d) and (e) on a Pro Forma Basis shall be made assuming that compliance with the event Total Leverage Ratio and the Interest Coverage Ratio set forth in Section 7.02(d) or (e), as applicable, for which the calculation of any such ratio fiscal quarter ending on June 30, 2015, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated required with or into the Company or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant respect to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable most recently ended Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Asset Coverage Ratio, shall be calculated in the manner prescribed by this Section 1.06. 11.5; provided that notwithstanding anything to the contrary in clause (b), (c), (d) In the event that the Company or (e) of this Section 11.5, (A) when calculating any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedfor purposes of Section 6.1 (other than, for the avoidance of doubt, when calculating such ratio or test for purposes of Section 2.2(d)), the events described in this Section 11.5 that occurred subsequent to the end of the period applicable Test Period shall not be given pro forma effect and (B) when calculating any such ratio or test for purposes of four consecutive fiscal quarters (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 financial statements of the Borrower have been delivered pursuant to Section 4.1. For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial ratio or test or ratio is being calculated but prior to or simultaneously with for purposes of Section 6.1 (other than, for the event for which the calculation avoidance of any doubt, when calculating such ratio is madeor test for purposes of Section 2.2(d)), then such financial test or ratio each of which shall be calculated giving pro forma effect based on the financial statements delivered pursuant to such incurrence, assumption, guarantee, redemption, repayment, retirement Section 4.1(a) or extinguishment of Debt and the application of the proceeds of such Debt(b), as if applicable, for the same had occurred on the last day of the applicable relevant Test Period. (cb) For purposes of calculating any financial test ratio or ratiotest, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 11.5) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated Net Income and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any Restricted Subsidiary of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 11.5, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 11.5. (c) [Reserved]. (d) In the event that the Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to paragraph (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 applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period incurrence (including the accrual of interest with respect to such Indebtedness) or repayment of Indebtedness, in each case to the extent required, with respect to any calculation of the Asset Coverage Ratio, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. . (e) [Reserved]. (f) If any Debt Indebtedness bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has the event for which the applicable calculation is made had been the applicable rate for the entire Test Periodperiod (taking into account any interest hedging arrangements applicable to such Indebtedness); provided, and in the case of repayment of any Indebtedness, to the extent actual interest on related thereto was included during all or any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance portion of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required , the actual interest may be used for the applicable portion of such Test Period. Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be made by the Company rate of interest implicit in such Capital 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 any Restricted 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 Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDAmay designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary Unless otherwise provided herein, all financial ratios the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio, the Net Total Leverage Ratio and tests Consolidated EBITDA for purposes of the definition of “Applicable Prepayment Percentage”, “Incremental Amount”, “Permitted Acquisition” and Sections 6.01(k), 6.01(m), 6.01(n), 6.01(w), 6.04(b), 6.04(s), 6.04(u), 6.04(v), 6.05(f), 6.06(a), 6.08(b) and 6.15 as of any date shall be calculated in based on the manner prescribed by this Section 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), subsequent to the end of the most recently completed period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is madestatements are available, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary during the applicable Test Period or 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 basis, shall be calculated after giving effect to the Transactions had occurred on the first day and any acquisition or disposition of the applicable Test Period. If since the beginning assets with a value in excess of $5,000,000, or any incurrence, payment, refinancing, restructuring or retirement of Indebtedness, any designation of any such Test Period Subsidiary as an Unrestricted Subsidiary and any Person that subsequently became re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary or was mergedany other applicable transaction for which any calculation herein is required to be made on a pro forma basis, amalgamated in each case which occurred during the most recently completed period of four consecutive fiscal quarters for which financial statements are available or consolidated with or into after the Company or any Restricted Subsidiary since the beginning end of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant period but on or prior to this Sectionsuch date, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for as though each such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation transaction had occurred at the beginning of such period, including, without duplication, giving effect to (i) all pro forma adjustments permitted or required by Article 11 of Regulation S X under the applicable Test PeriodSecurities Act of 1933, as amended, and (ii) even if inconsistent with preceding clause (i), pro forma adjustments for cost savings (net of continuing associated expenses) not to exceed in the aggregate for any period of four consecutive fiscal quarters an amount equal to 15% of Consolidated EBITDA for such four fiscal quarter period without giving effect to this clause (ii) and to the extent such cost savings are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such transaction; provided that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrowing Agent), using, for purposes of making such calculations, the historical financial statements of Holdings and the Restricted Subsidiaries which shall be reformulated as if such transaction, and any other such transactions that have been consummated during the period, had been consummated on the first day of such period. Whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the Borrowing Agent. If any Debt Indebtedness bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the calculation date of determination has had been the applicable rate for the entire Test Periodperiod (taking into account any Hedging Agreements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Borrowing Agent to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making a pro forma computation hereunder, and interest on any Debt Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt Indebtedness during the applicable Test Periodperiod. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurodollar interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrowing Agent may designate. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated First Lien Net Leverage Ratio, the Consolidated Cash Interest 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 1.06. 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) In the event that the Company or (e) of this Section 1.09, (A) when calculating any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated)for purposes of the definition of “Applicable ECF Percentage”, the events described in this Section 1.09 that occurred subsequent to the end of the period applicable Test Period shall not be given pro forma effect and (B) when calculating any such ratio or test for purposes of four consecutive fiscal quarters (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 are available (as determined in good faith by the Borrower). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial ratio or test or ratio is being calculated but prior to or simultaneously with for purposes of the event for definition of “Applicable ECF Percentage” which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect based on the financial statements delivered pursuant to such incurrence, assumption, guarantee, redemption, repayment, retirement Section 6.01(a) or extinguishment of Debt and the application of the proceeds of such Debt(b), as if applicable, for the same had occurred on the last day of the applicable relevant Test Period. (cb) For purposes of calculating any financial ratio or test or ratiocompliance with any covenant determined by reference to Consolidated 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) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 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 a Specified Transaction, 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 and synergies resulting from or relating to any Specified Transaction (including the Transactions) which is being given pro forma effect that have been realized or are expected to be realized 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 and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or 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 Public 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 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) relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than twenty four (24) months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to 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 applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period 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 Specified Transaction incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness will be given effect as if the same had occurred at on the beginning first day of the applicable Test Period. If since ). (e) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement which requires the beginning calculation of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary financial ratio or test, including the Consolidated First Lien Net Leverage Ratio, Secured Net Leverage Ratio, Total Net Leverage Ratio and Consolidated Cash Interest Coverage Ratio (and, for the avoidance of doubt, any Unrestricted Subsidiary is redesignated financial ratio set forth in Section 2.14(d)(iii)); or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a Restricted Subsidiarypercentage of Total Assets); in each case, then at the option of the Borrower (the Borrower’s election to exercise such ratio 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 calculated giving pro forma effect thereto deemed to be the date the definitive agreements for such period Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if such designation they had occurred at the beginning of the applicable most recent Test PeriodPeriod ending prior to the LCT Test Date, the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Debt Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Permitted Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or 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 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 is permitted under this Agreement, any such ratio, test or basket shall be 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, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has the event for which the calculation of the Consolidated Cash Interest Coverage Ratio is made had been the applicable rate for the entire Test Periodperiod (taking into account any interest hedging arrangements applicable to such Indebtedness); provided, and in the case of repayment of any Indebtedness, to the extent actual interest on related thereto was included during all or any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance portion of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required , 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 made by the Company 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 any 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 pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDAmay designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the First Lien Net Leverage Ratio, Interest Coverage Ratio and Consolidated Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) In 1.4; provided that notwithstanding anything to the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included contrary in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedSection 1.4(b), (c) or (d), when (i) calculating the Consolidated Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the definition of “ECF Percentage”, the events described in this Section 1.4 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio applicable Reference Period shall not be given pro forma effect and shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on at the last day of such fiscal year or fiscal quarter, as the case may be. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Reference 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 Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or (b), as applicable Test Period(or, if prior to the date of delivery of the first financial statements delivered pursuant to Section 7.1, the most recent financial statements referred to in Section 5.1). (cb) For purposes of calculating any financial test ratio or ratiotest, Specified the Transactions or any Significant Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.4(d)) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Reference Period or and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference 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 the Transactions or all such Specified Significant Transactions, as applicable (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to the Transactions or any Significant Transaction, as applicable) had occurred on the first day (or, in case of the determination of Consolidated Total Tangible Assets, the last day) of the applicable Test Reference Period. If since the beginning of any such Test applicable Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Reference Period shall have made any Specified Significant Transaction that would have required adjustment pursuant to this SectionSection 1.4, then such financial ratio or test (or Consolidated Total Tangible Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.4. (c) Whenever pro forma effect is to be given to athe Transactions or any Significant Transaction, the calculations made on a pro forma basis 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, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of the Transactions or any Significant Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), and “run-rate” means the full recurring benefit for a period in connection with the Transactions or any Significant Transaction, as applicable, (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 Reference Period in which the effects thereof are expected to be realized relating to the Transactions or such Significant Transaction, as applicable; provided that (i) such amounts are reasonably anticipated to be realized and reasonably factually supportable and quantifiable in the good faith judgment of the Borrower, (ii) such actions are to be taken within (A) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, not later than eighteen (18) months after the Closing Date, and (B) in all other cases, within 18 months after the consummation of the Significant Transaction, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies and (iii) and no cost savings, operating expense reductions and synergies shall be added pursuant to this clause 1.4(c) to the extent duplicative of any expenses or charges otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided further that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies pursuant to this Section 1.4(c) shall be subject to the limitation set forth in 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, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Reference Period or (ii) subject to Section 1.4(a) subsequent to the end of the applicable Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Reference Period. If any Debt Indebtedness bears a floating or formula based rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has had been the applicable rate for the entire period (taking into account any Hedge Agreement applicable to such Indebtedness). (e) At any time prior to the first date on which the Financial Covenants are required to be tested under Section 8.1, any provision requiring the pro forma compliance with Section 8.1 shall be made assuming that compliance with the Consolidated Total Net Leverage Ratio and Interest Coverage Ratio set forth in Section 8.1 for the Reference Period ending on such date is required with respect to the most recent Reference Period prior to such time. (f) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenants) which requires the calculation of any financial ratio or test, including the First Lien Net Leverage Ratio, Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, any financial ratio set forth in Section 2.4(a)); or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Tangible Assets); in each case, at the option of the Borrower and, to the extent required by Section 2.4 or Section 3.16, with the consent of the requisite lenders required thereby (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA 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 Acquisition are entered into (the “LCA Test PeriodDate”), and interest if, after giving pro forma effect to the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith), the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCA Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any Debt of the ratios, tests or baskets for which compliance was determined or tested as of the LCA Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Tangible Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, Dispositions of assets of the Borrower and its Restricted Subsidiaries, the prepayment, redemption, purchase, repurchase, conversion, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under a revolving credit facility computed this Agreement, any such ratio, test or basket shall be required to be satisfied on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the Securities Act use of 1933, as amended or proceeds thereof) have been consummated and (ii) permissible by assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the definition use of Consolidated EBITDAproceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to For purposes of calculating the contrary hereinConsolidated Fixed Charge Coverage Ratio and the Consolidated Net Leverage Ratio for any purpose hereunder (including Permitted Acquisitions, all financial ratios Permitted Restricted Payments and tests Section 8.7), such calculations shall be made on a pro forma basis as follows: (i) Consolidated Funded Indebtedness shall be calculated on the relevant date of measurement of the Consolidated Net Leverage Ratio (whether the last day of a Fiscal Quarter or the date of a transaction with respect to which pro forma compliance is required), but in the manner prescribed by this case of measurement in connection with any event hereunder (and not for periodic compliance with the financial covenants under Section 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated8.7), subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to all Indebtedness to be incurred or repaid on such incurrencedate (whether in connection with a Specified Transaction, assumption, guarantee, redemption, repayment, retirement a Permitted Restricted Payment or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period.any other transaction for which pro forma compliance is being measured); (cii) For purposes Consolidated EBITDA shall be calculated for the period of calculating four Fiscal Quarters most recently ended for which financial statements have been (or in the case of any periodic financial test or ratiocovenant compliance, are being) delivered, but giving pro forma effect to the Specified Transaction for which such measurement is being made (if any) and all other Specified Transactions (if any) that have been made by the Company or any Restricted Subsidiary occurred (A) during the applicable Test Period period in respect of which such calculations are required to be made or (B) subsequent to such Test Period period and prior to or simultaneously with the event for which the pro forma calculation of any either such ratio is being made shall be calculated on (in the case of such calculation being made for a pro forma basis Specified Transaction, Permitted Restricted Payment, or other event, and not for periodic covenant compliance pursuant to Section 8.7), in each case by 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 period of four Fiscal Quarters in respect of which such calculation of Consolidated EBITDA is required to be made; and (iii) In the beginning of any such Test Period any Person event that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have made incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement or extinguishment) any Indebtedness in connection with any Specified Transaction that would have or Permitted Restricted Payment (or any other transaction for which pro forma compliance is being measured) (A) during the period in respect of which such calculations are required adjustment pursuant to this Sectionbe made or (B) subsequent to the end of such period and prior to or simultaneously with the event for which the pro forma calculation of either such ratio is being made, then in each such case the then applicable financial test or ratio Consolidated Interest Charges component of the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto to such incurrence or repayment of Indebtedness (and any other incurrence or repayment of Indebtedness for which pro forma calculations have been required pursuant to this provision during such period relevant period), to the extent required, by providing that (A) any such Indebtedness incurred or assumed in connection with such transaction shall be deemed to have been incurred as if such Specified Transaction occurred at of the beginning first day of the applicable Test Period. If since period, and if such Indebtedness has a floating or formula rate of interest, shall have an implied rate of interest for the beginning applicable period for purposes of this provision determined by utilizing the rate which is or would be in effect with respect to such Test Period Indebtedness as at the relevant date of determination and (B) any Restricted Subsidiary is designated an Unrestricted Subsidiary Indebtedness repaid by the Borrower or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then (including any Person acquired) in connection with such ratio transaction shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at deemed to have been so repaid on the beginning first day of the applicable Test Period. If period. (b) Whenever any Debt bears a floating rate of interest and financial covenant is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall to be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis hereunder, the pro forma calculations shall be computed based upon made in good faith by an Authorized Officer and in a manner reasonably acceptable to the average daily balance Administrative Agent, subject, in the case of any Permitted Acquisition, to the Administrative Agent’s receipt of financial statements or other financial data with respect to the acquired Person or business reasonably acceptable to the Administrative Agent, including (i) the most recent financial statements with respect to the acquired Person or business prepared by such Debt during acquired Person or the applicable Test Periodseller thereof and (ii) to the extent available, the most recent audited and interim unaudited financial statements with respect to the acquired Person. (dc) The pro forma calculations permitted If at any time the Borrower has made an LCA Election to test a financial ratio test or required condition at the time of the execution and delivery of the purchase agreement related to be made by such Limited Condition Acquisition, then in connection with any subsequent calculation of any of the Company Consolidated Net Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio for any Restricted Subsidiary pursuant to purpose under this Agreement shall include only those adjustments that are (including any basket, measurement, or for purposes of Section 8.7) following the relevant date of execution of the definitive agreement with respect to such Limited Condition Acquisition and prior to the earlier of (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended date on which such Limited Condition Acquisition is consummated or (ii) permissible the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial covenant shall be required to be satisfied both (x) on a pro forma basis hereunder assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness and assuming any cash intended, by the definition of anticipated sources and uses, to consummate such Limited Condition Acquisition has so been used (and thus is not netted in calculating the Consolidated EBITDANet Leverage Ratio)) have been consummated and (y) assuming such Limited Condition Acquisition and such other transactions in connection therewith have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios the Senior Secured Leverage Ratio and tests the Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 1.5; provided that notwithstanding anything to the contrary in clause (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) or (d) of this Section 1.5, when calculating the Senior Secured Leverage Ratio, for the purposes of the ECF Percentage of Excess Cash Flow, the events described in this Section 1.5 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period, other than consummation of the Transactions, shall not be given pro forma effect. (cb) For purposes of calculating the Senior Secured Leverage Ratio and the Total Leverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any financial test or ratio, Specified Transactions Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for with respect to which the calculation of any such ratio is being made shall be calculated on a pro forma basis assuming that all such Specified Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Pro Forma Transaction that would have required adjustment pursuant to this SectionSection 1.5, then the Senior Secured Leverage Ratio and the Total Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.5. (c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower and shall include, without duplication, (i) the EBITDA (as determined in good faith by the Borrower) of any Person or line of business acquired or disposed of and (ii) subject to the cap set forth in the proviso to clause (b)(xii) of the definition of “Consolidated EBITDA”, the “run-rate” (i.e., the full recurring benefit for a period associated with an action taken or expected to be taken) amount of expected cost savings, operating expense reductions and other operating improvements and synergies resulting from such Pro Forma Transaction that are certified by such Responsible Officer of the Borrower to the Administrative Agent as being (x) factually supportable and reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions and (y) reasonably anticipated to be realized within twenty-four months after the closing or other date of such Pro Forma Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and other operating improvements and synergies had been realized on the first day of the relevant Test Period as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions. (d) In the event that the Borrower or any Restricted Subsidiary (i) incurs (including by assumption or guarantee) or (ii) repays, redeems, defeases, retires, extinguishes or is released from, or is otherwise no longer obligated in respect of (each, a “Repayment”), any Indebtedness included in the calculation of the Senior Secured Leverage Ratio or Total Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (x) during the applicable Test Period or (y) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being made, then applicable financial test the Senior Secured Leverage Ratio or ratio Total Leverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or Repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, all financial ratios and tests (including the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Credit Facility Secured Leverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.061.04. For purposes of this Agreement, 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, and shall be based on, to the “most recently ended Test Period for which internal financial statements of the Parent Borrower are available (as determined in good faith by the Borrower)”. For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating (i) the definition of “Applicable Rate” and Section 2.05(b)(i) and (ii) the Senior Secured Leverage Ratio for purposes of Sections 4.01(d) and 7.10, which shall be based on the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant period. (b) In the event that the Company Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio Indebtedness (other than Debt Indebtedness incurred or repaid under any revolving credit facility unless such Debt Indebtedness has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), replaced) subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) Period for which any such financial ratio or test or ratio is being calculated but prior to or simultaneously with the event for which the such calculation of any such ratio is being made, then such financial ratio or test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such DebtIndebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating any financial test ratio or ratiotest, Specified Transactions that have been made by the Company Parent Borrower or any of the Restricted Subsidiary Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the such calculation of any such ratio is being made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Parent Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.04, the then any applicable financial ratio or test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations permitted shall be made in good faith by a responsible financial or required accounting officer of the Parent Borrower (including the “run-rate” cost savings and synergies resulting from such Specified Transaction that have been or are expected to be made realized (“run-rate” means the full recurring benefit for a period that is associated with any action 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 included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial ratios or tests, including during any subsequent Test Periods in which the effects thereof are expected to be realized); provided, that, (i) such amounts are reasonably identifiable, and factually supportable, are projected by the Company Parent Borrower in good faith to result from actions either taken or any Restricted Subsidiary expected to be taken within 12 months after the end of such Test Period in which such Specified Transaction occurred and, in each case, certified by the Chief Financial Officer of the Parent Borrower, (ii) no amounts shall be added pursuant to this Agreement shall include only those adjustments clause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period and (iiii) permitted or required by Regulation S-X under any increase to Consolidated EBITDA as a result of cost savings and synergies shall be subject to the Securities Act limitations set forth in clauses (vi)(c) and (xi) of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA. Notwithstanding the provisions set forth in this Section 1.04(d) and in clauses (b)(vi)(c) and (b)(xi) of the definition of Consolidated EBITDA, any increase to Consolidated EBITDA pursuant to such provisions as a result of cost savings and synergies in connection with any Investments made under Section 7.02(w) shall not be subject to the EBITDA Cap set forth in clauses (b)(vi)(c) and (b)(xi) of the definition of Consolidated EBITDA and shall be included in the determination of Consolidated EBITDA prior to calculating and giving effect to the EBITDA Cap, solely to the extent reflecting (A) the removal of corporate allocations and charge-backs included in carve-out financial statements of the acquired businesses and removal of amounts paid under any transition services agreements with respect to the acquired businesses, net of (B) the addition of anticipated standalone costs upon integration of the acquired businesses into the operations of the Borrower and its Restricted Subsidiaries (such adjustments, the “Specified Adjustments”); provided, that any increase to Consolidated EBITDA other than the Specified Adjustments, including as a result of cost savings and synergies relating to operational improvements and other non-ordinary course actions specifically taken or to be taken in order to achieve cost savings and synergies beyond the integration of the acquired businesses into the Borrower and its Restricted Subsidiaries, shall remain subject to the EBITDA Cap as otherwise contemplated by this Section 1.04(d). (e) [Reserved.] (f) Notwithstanding the foregoing, when calculating (i) the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and (ii) the Senior Secured Leverage Ratio for the purposes of Sections 4.01(d) (solely in connection with calculating the Senior Secured Leverage Ratio, and not for purposes of calculating whether the aggregate amount outstanding under the Revolving Credit Facility exceeds the 25% threshold) and 7.10, the events described in Sections 1.04(b), (c) and (d) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (g) [Reserved.] (h) Notwithstanding anything else in this Agreement to the contrary, for purposes of calculating any financial ratio or test on or after the date that internal financial statements of the Parent Borrower for the year ending December 31, 2013 are available, other than for purposes of calculating the Senior Secured Leverage Ratio for purposes of Sections 4.01(d) and 7.10, the EBITDA Cap for purposes of calculating such financial ratio or test (if applicable) shall be deemed to be 10% as set forth in clause (2) of the definition of EBITDA Cap. (i) To the extent compliance with the covenant set forth in Section 7.10 is being calculated as of a date that is prior to the first test date under Section 7.10 or after the final test date under Section 7.10 in order to determine the permissibility of an action by the Parent Borrower or any of its Restricted Subsidiaries, such compliance shall be tested for such purpose against the levels set forth opposite the first test date or the final test date, as applicable, in Section 7.10.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all Consolidated EBITDA and any financial ratios or tests, including the Total Net Leverage Ratio, the Total Net First Lien Leverage Ratio and tests the Total Net Senior Secured Leverage Ratio, shall be calculated in the manner prescribed by this Section 1.06. 1.08; provided that notwithstanding anything to the contrary in clauses (b), (c) In or (d) of this Section 1.08, when calculating the event that Total Net First Lien Leverage Ratio for purposes of (i) Section 2.05(b)(i), (ii) the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation definition of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of“Applicable Rate”, or (iii) determining actual compliance (and not pro forma compliance, compliance on a Pro Forma Basis or determining compliance giving Pro Forma Effect to financea transaction) with Section 7.11, any relevant transaction and for which any financial ratio or test is being calculated), the events described in this Section 1.08 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “applicable Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio Period shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating Consolidated EBITDA and any financial test ratios or ratiotests, including the Total Net Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Consolidated EBITDA or any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.08, then the Total Net Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio and Consolidated EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower and may include, for the avoidance of doubt, the amount of “run rate” cost savings, operating expense reductions, restructuring charges and expenses and cost 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, restructuring charges and expenses and cost synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, restructuring charges and expenses and synergies were realized during the entirety of such period) relating to such Specified Transaction, 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 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 taken or realized) relating to such specified action; provided that (A) such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Borrower), (B) such actions are taken, committed to be taken or expected to be taken no later than eighteen (18) months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause (C) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period (and no amount shall be added back in respect of this clause (C), as it relates to adjustments of the type permitted under clause (b)(xi) of the definition of Consolidated EBITDA, in excess of (and shall be aggregated with) the cap on such amounts set forth therein) and (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). (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Net Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio, as the case may be (in each case, other than the net change in Indebtedness under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable financial test or ratio the Total Net Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation same had occurred at on the beginning last day of the applicable Test Period. If any Debt Indebtedness bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has such calculation is being made had been the applicable rate for the entire Test Period, and interest on period (taking into account any Debt under a revolving credit facility computed Swap Contract applicable to such Indebtedness). Interest on a pro forma basis Capitalized Lease shall be computed 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 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, or other rate, shall be deemed to have been based upon the average daily balance of rate actually chosen, or, if none, then based upon such Debt during optional rate chosen as the applicable Test PeriodBorrower may designate. (de) The Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis), to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 7.11 hereof, any Total Net First Lien Leverage Ratio test, any Total Net Leverage Ratio test, any Total Net Senior Secured Leverage Ratio test) and/or any cap expressed as a percentage of Consolidated EBITDA or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of any Limited Conditionality Transaction (and any transaction relating thereto, including the incurrence or repayment of Indebtedness and the making of Restricted Payments), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such Limited Conditionality Transaction or (y) the consummation of such Limited Conditionality Transaction, in each case, after giving effect to the relevant Limited Conditionality Transaction (and any transaction relating thereto) on a Pro Forma Basis; provided that such pro forma calculations permitted effect shall be deemed to continue at all times thereafter for purposes of determining ratio-based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries) until such Limited Condition Transaction is consummated or required such definitive agreement is terminated. (f) On and after the date pro forma effect is to be made by given to a Permitted Acquisition and on which the Company Borrower or any Restricted Subsidiary pursuant is incurring or deemed to this Agreement be incurring Indebtedness, which Permitted Acquisition has yet to be consummated but for which a definitive agreement governing such Permitted Acquisition has been executed and remains in effect, such pro forma effect shall include only those adjustments be deemed to continue at all times thereafter for purposes of determining ratio-based conditions and baskets (including baskets that are (i) permitted or required by Regulation S-X under determined on the Securities Act of 1933, as amended or (ii) permissible by the definition basis of Consolidated EBITDAEBITDA of the Borrower and the Restricted Subsidiaries) until such Permitted Acquisition is consummated or such definitive agreement is terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all Consolidated EBITDA (including the component financial ratios definitions used therein), the Net Senior Secured Leverage Ratio and tests the Net Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 1.08; provided that notwithstanding anything to the contrary in clauses (b), (c) In or (d) of this Section 1.08, when calculating Consolidated EBITDA and the event that Net Senior Secured Leverage Ratio for purposes of the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation definitions of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid “Applicable Rate” and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction “Prepayment Event” and for which any financial ratio or test is being calculated)purposes of Section 6.12, the events described in this Section 1.08 that occurred subsequent to the end of the period of four consecutive fiscal quarters applicable Test Period shall not be given pro forma effect. (b) Consolidated EBITDA (including the “Test Period”) for which any component financial test or ratio is being calculated but prior to or simultaneously with definitions used therein), the event for which Net Senior Secured Leverage Ratio and the calculation of any such ratio is made, then such financial test or ratio Net Total Leverage Ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt basis assuming that all Specified Transactions (and the application incurrence or repayment of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (cany Indebtedness in connection therewith) For purposes of calculating any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.08, then Consolidated EBITDA, the then applicable financial test or ratio Net Senior Secured Leverage Ratio and the Net Total Leverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving in accordance with this Section 1.08. (c) Whenever pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears is to be given to a floating rate of interest and is being given pro forma effectSpecified Transaction, for purposes of determining the pro forma Fixed Charge Coverage Ratiocalculations 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 interest on such Debt amount of cost savings projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or reasonably expected to be taken (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon as though such cost savings had been realized on the average daily balance first day of the relevant period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that (A) the amounts of such Debt during cost savings are reasonably identifiable and quantifiable in the applicable good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or reasonably expected to be taken no later than twelve (12) months after the date of such Specified Transaction and (C) the amount of such cost savings shall not be more than 20% of the Consolidated EBITDA for any Test PeriodPeriod (calculated after giving effect to any adjustment pursuant to this Section 1.08). (d) The pro forma calculations permitted To the extent compliance with the covenant set forth in Section 6.12 is being calculated as of a date that is prior to the first test date under such Section 6.12 or required after the final test date under Section 6.12 in order to be made determine the permissibility of an action by the Company Borrower or any of its Restricted Subsidiary pursuant to this Agreement Subsidiaries, such compliance shall include only those adjustments that are (i) permitted be tested for such purpose against the levels set forth opposite the first test date or required by Regulation S-X under the Securities Act of 1933final test date, as amended or (ii) permissible by the definition of Consolidated EBITDAapplicable, in such Section 6.12.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Consolidated First Lien Leverage Ratio, the Consolidated Total Secured Leverage Ratio, the Consolidated Total Leverage Ratio or the Consolidated Cash Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 1.04; provided that notwithstanding anything to the contrary in Section 1.04(b) or (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedd), when calculating the Consolidated First Lien Leverage Ratio for purposes of the definition of “Applicable Excess Cash Flow Percentage”, the events described in this Section 1.04 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “applicable Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio Period shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For Notwithstanding anything to the contrary herein, but subject to Sections 1.05, 1.06(b) and (d), for purposes of calculating any financial test ratio or ratiotest, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.06(c)) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) if applicable as described in Section 1.04(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 (or, in case of the determination of Consolidated Total Assets, the last day) of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.04, then such financial ratio or test (or Consolidated Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.04. (c) [Reserved]. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness or issues or redeems Disqualified Stock or Preferred Stock included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and accompanied by a permanent commitment reduction), (i) during the applicable Test Period or (ii) subject to Section 1.04(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 applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, to the extent required, as if such Specified Transaction the same had occurred at (x) in the beginning case of any leverage-based ratio, on the last day of the applicable Test Period and (y) in the case of any cash interest coverage ratio, on the first day of the applicable Test Period. If since . (e) Subject to Section 1.06(e) and (f), the beginning of such Test Period interest on any Restricted Subsidiary is designated an Unrestricted Subsidiary Indebtedness and dividends or distributions on any Unrestricted Subsidiary is redesignated as a Restricted SubsidiaryDisqualified Stock or Preferred Stock, then such ratio in each case, assumed to be outstanding pursuant to preceding clause (d) shall be calculated giving pro forma effect thereto for such period as if such designation Indebtedness, Disqualified Stock or Preferred Stock had occurred borne interest or accrued dividends or disbursements at (x) the beginning rate applicable thereto, in the case of fixed rate Indebtedness, Disqualified Stock or Preferred Stock or (y) the rates which would have been applicable Test Period. If thereto during the respective period when same was deemed outstanding, in the case of floating rate Indebtedness (although interest expense with respect to any Debt bears Indebtedness for periods while same was actually outstanding during the respective period shall be calculated using the actual rates applicable thereto while same was actually outstanding); provided that all Indebtedness (whether actually outstanding or deemed outstanding) bearing interest at a floating rate of interest and shall be tested on the basis of the rates applicable at the time the determination is being given pro forma effect, for made pursuant to said provisions. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS. For purposes of determining making the pro forma Fixed Charge Coverage Ratiocomputation referred to above, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt Indebtedness under a revolving credit facility computed on with a pro forma basis shall be computed based upon the average daily balance of such Debt Indebtedness during the applicable Test Periodperiod except as set forth in Section 1.04(a). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios the Consolidated Fixed Charge Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio and tests the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 1.5; provided, that, notwithstanding anything to the contrary in clause (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) or (d) of this Section 1.5, when calculating the Consolidated Fixed Charge Coverage Ratio for the purposes of determining actual compliance (not compliance on a Pro Forma Basis) with the Financial Covenant, the events described in this Section 1.5 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period, other than consummation of the Transactions, shall not be given pro forma effect. (cb) For purposes of calculating the Consolidated Fixed Charge Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio and the Interest Coverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any financial test or ratio, Specified Transactions Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for with respect to which the calculation of any such ratio is being made shall be calculated on a pro forma basis assuming that all such Specified Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Holdings or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Pro Forma Transaction that would have required adjustment pursuant to this SectionSection 1.5, then the Consolidated Fixed Charge Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio and the Interest Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.5. (c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Initial Borrower and shall include, without duplication, (i) the EBITDA (as determined in good faith by the Initial Borrower) of any Person or line of business acquired or disposed of, (ii) the Borrowing Base assets (as determined in good faith by the Initial Borrower and subject to the limits of the Acquired Asset Borrowing Base) attributable to any Person or line of business acquired or disposed of, and (iii) the adjustments to Consolidated EBITDA under clause (b)(x) of the definition of such term. (d) In the event that Initial Borrower or any Restricted Subsidiary (i) incurs (including by assumption or guarantee) or (ii) repays, redeems, defeases, retires, extinguishes or is released from, or is otherwise no longer obligated in respect of (each, a “Repayment”), any Indebtedness included in the calculation of the Consolidated Fixed Charge Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio or the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (x) during the applicable Test Period or (y) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being made, then applicable financial test or ratio the Consolidated Fixed Charge Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or Repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since the beginning Period (it being understood and agreed that Consolidated Interest Expense of such Test Period Person attributable to interest on any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted SubsidiaryIndebtedness bearing floating interest rates, then such ratio shall be calculated giving for which pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effectgiven, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon as if the average daily balance of such Debt rates that would have been in effect during the applicable Test Period. (d) The period for which pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDAeffect is being given had been actually in effect during such periods).

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios the Consolidated Secured Debt Ratio and tests the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 11.7; provided that, notwithstanding anything to the contrary in this Section 11.7, when calculating the Fixed Charge Coverage Ratio for purposes of determining actual compliance (band not compliance on a pro forma basis) In with Section 6.1, the event events described in this Section 11.7 that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), occurred subsequent to the end of the applicable period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating the Consolidated Secured Debt Ratio and the Fixed Charge Coverage Ratio, any financial test (x) Permitted Acquisition, (y) acquisition of assets which constitutes all or ratiosubstantially all of a company, Specified Transactions division, operating unit, segment, business, line of business or chemicals generation or production facility or (z) Disposition (each a “Subject Transaction”) (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period testing period or (ii) subsequent to such Test Period testing 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 Subject Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Subject Transaction) had occurred on the first day of the applicable Test Periodtesting period. If since the beginning of any such Test Period applicable testing period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company a Credit Party or any of their Restricted Subsidiary Subsidiaries since the beginning of such Test Period testing period shall have made any Specified Subject Transaction that would have required adjustment pursuant to this SectionSection 11.7, then the Consolidated Secured Debt Ratio and the Fixed Charge Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 11.7. (c) In the event that any Credit Party or any of their Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Secured Debt Ratio and the Fixed Charge Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable testing period or (ii) subsequent to the end of the applicable testing period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable financial test or ratio the Consolidated Secured Debt Ratio and the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving testing period. (d) Whenever pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears is to be given to a floating rate of interest and is being given pro forma effectSubject Transaction, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt calculations shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed made on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The including pro forma calculations adjustments (solely to the extent that such adjustments are (A) made consistent with the definition of Consolidated EBITDA and (B) (x) are of the type that would be permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Article XI of Regulation S-X under the Securities Act of 1933, 1933 (as amended amended) and as interpreted by the staff of the Securities and Exchange Commission or (iiy) permissible are reasonably consistent with the purposes of such Regulation S-X as determined in good faith by Axiall and reasonably acceptable to Administrative Agent)) using, if available, the definition historical financial statements of Consolidated EBITDAany business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Axiall and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Total Net Leverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall be calculated in the manner prescribed by this Section 1.06.1.4; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.4, when calculating the Total Net Leverage Ratio for purposes of (i) the definition of “Required Excess Cash Flow Percentage” and (ii) determining actual compliance (and not compliance on a pro forma basis) with the Financial Covenants, (bA) In the event events described in this Section 1.4 that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), occurred subsequent to the end of the period of four consecutive fiscal quarters applicable Test Period shall not be given pro forma effect and (the “Test Period”B) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of when calculating any such ratio is madeor test for purposes of the incurrence of any Indebtedness, then such financial test or ratio calculation shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and made without “netting” the application of the cash proceeds of such DebtIndebtedness. It being understood and agreed that, if any financial ratio, test or compliance with covenants determined by reference to Consolidated EBITDA or Consolidated Total Assets is required to be made prior to the first date upon which financial statements are required to be delivered (or are actually delivered, if earlier) pursuant to Section 5.1(a) or Section 5.1(b), as if the same had occurred case may be, such financial ratio, test or compliance with covenants determined by reference to Consolidated EBITDA or Consolidated Total Assets shall be made on the last day a pro forma basis as of the applicable Test PeriodPeriod ending September 30, 2021. (cb) For purposes of calculating any financial test or ratioratios and tests, including the Total Net Leverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.4) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or 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 had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.or

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all Consolidated EBITDA and any financial ratios and tests ratio or test, including the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio, the Secured Leverage Ratio (whether in connection with testing the satisfaction of the Payment Conditions or otherwise), shall be calculated in the manner prescribed by this Section 1.06. 1.8; provided that, notwithstanding anything to the contrary in this Section 1.8, when calculating the Consolidated Fixed Charge Coverage Ratio for purposes of determining actual compliance (band not compliance on a Pro Forma Basis) In with Section 6.1, the event events described in this Section 1.8 that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), occurred subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period.Period shall not be given Pro Forma Effect. - 100 - (cb) For purposes of calculating Consolidated EBITDA and any financial test ratio or ratiotest, including the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (c) of this Section 1.8) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or (ii) subject to the proviso set forth in clause (a) of this Section 1.8, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test 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 (or, in the case of Total Assets, on the last day of the applicable Test Period). If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company a Loan Party or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.8, then the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.8. (c) In the event that any Loan Party or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable financial test or ratio the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, as applicable, shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since . (d) Whenever Pro Forma Effect is to be given to a Specified Transaction, the beginning pro forma calculations shall be made in good faith by a Financial Officer of the Lead Administrative Borrower (it being understood that pro forma adjustments need not be prepared in compliance with Regulation S-X) and may include, for the avoidance of doubt, the amount of Expected Cost Savings projected by the Lead Administrative Borrower in good faith to be realized as a result of action that is taken, committed to be taken or reasonably expected to be taken (calculated on a pro forma basis as though such Expected Cost Savings had been realized on the first day of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period and as if such designation had occurred at Expected Cost Savings were realized during the beginning entirety of such Test Period) in connection with any Business Optimization Initiative relating to such Specified Transaction, net of the applicable amount of actual amounts realized during such Test Period. Period from such actions; provided that (i) such Expected Cost Savings are reasonably identifiable and factually supportable (in the good faith determination of the Lead Administrative Borrower), (ii) the relevant action resulting in (or substantial steps towards the relevant action that would result in) such Expected Costs Savings must either be taken or reasonably expected to be taken within eighteen (18) months after the date of such Specified Transaction, (iii) no amounts shall be added pursuant to this clause (d) to the extent duplicative of any amounts that are otherwise added back in - 101 - (e) If any Debt Indebtedness bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio is made had been the applicable rate for the entire Test Period, and interest on period (taking into account any Debt under a revolving credit facility computed hedging obligations applicable to such Indebtedness). Interest on a pro forma basis Capitalized Lease Obligation shall be computed deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Lead 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, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the average daily balance of rate actually chosen, or if none, then based upon such Debt during optional rate chosen as the applicable Test PeriodLead Administrative Borrower may designate. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios the Leverage Ratio and tests the Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 1.07; provided that when calculating any such ratio for the purpose of (i) the definition of Applicable Margin or Applicable Percentage, (ii) any mandatory prepayment provision under Section 2.10(b) or (iii) actual compliance with the Financial Covenant, the events set forth in clause (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) and (d) below that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Leverage Ratio and the Senior Secured Leverage Ratio, all Specified Transactions (and the incurrence or repayment of any Indebtedness and the granting or terminating of any Liens in connection therewith) that have been consummated (i) during the applicable period of four consecutive fiscal quarters for which such financial ratio is being determined (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (cii) For purposes of calculating any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary during the applicable Test Period or 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 EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. (c) If pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the Borrower and include only those adjustments that (i) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (ii) are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, (B) [reserved], (C) factually supportable and reasonably identifiable and (D) based on reasonably detailed written assumptions. If since For the beginning avoidance of doubt, all pro forma adjustments shall be consistent with, and subject to, the caps and limits set forth in the applicable definitions herein. To the extent compliance with the Financial Covenant is being tested prior to the first test date under the Financial Covenant, in order to determine permissibility of any action by the Borrower or its Subsidiaries, such compliance shall be tested against the applicable ratio for such first test date. (d) In the event that the Borrower or any of its Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculation of the Leverage Ratio or the Senior Secured Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the Ordinary Course of Business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such Test Period any Person that subsequently became a Restricted Subsidiary or was mergedratio is made, amalgamated or consolidated with or into then the Company or any Restricted Subsidiary since Leverage Ratio and/or the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test or ratio Senior Secured Leverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the First Lien Leverage Ratio, the Total Leverage Ratio, the Total Assets and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) In 1.09; provided that notwithstanding anything to the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included contrary in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedSections 1.09(b), (c) or (d), (i) when calculating the First Lien Leverage Ratio for purposes of the definition of “Prepayment Percentage” and (ii) determining actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.14, the events described in this Section 1.09 that occurred subsequent to the end of the period of four consecutive fiscal quarters (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 any internal financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application statements of the proceeds of such Debt, Borrower are available (as if determined in good faith by the same had occurred on the last day of the applicable Test PeriodBorrower). (cb) For purposes of calculating any financial test ratio or ratiotest, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.09(d)) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 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 Consolidated EBITDA with respect to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of "run-rate" cost savings, operating expense reductions and synergies projected by the Borrower NY\6127033.17 in good faith to be 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, operating changes and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating initiatives, operating changes 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, in each case, subject to the limitations set forth in and consistent with 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, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period or (ii) subject to 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 applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. . (e) If any Debt Indebtedness bears a floating rate of interest and is being given pro forma effect, effect for the purposes of determining the pro forma Fixed Charge Interest Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has had been the applicable rate for the entire Test Periodperiod (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, and interest on any Debt Indebtedness under a revolving credit facility computed on with a pro forma basis Pro Forma Basis shall be computed based upon the average daily balance of such Debt Indebtedness during the applicable Test Periodperiod except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Consolidated Total Net Leverage Ratio, Consolidated Total Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.061.09; provided that notwithstanding anything to the contrary in Section 1.09(b), (c) or (d), when calculating the Consolidated Total Net Leverage Ratio for purposes of the definition 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 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 Holdings are available (as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated Total Net Leverage Ratio for purposes of the definition of “Applicable ECF Percentage”, which shall be based on the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period. (b) For purposes of calculating any financial ratio or test, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.09(d)) 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 or test 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 (or, in case of the determination of 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 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 a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run‑rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) and “run‑rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that such amounts are (A) reasonably supportable and quantifiable in the good faith judgment of the Borrower, (B) reasonably anticipated to be realized not later than twenty‑four (24) months after the date of such Specified Transaction, and (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. (d) In the event that the Company Borrower or any Restricted Subsidiary incursincurs (including by assumption or guarantees) or repays (including by redemption, assumesrepayment, guarantees, redeems, repays, retires retirement or extinguishes extinguishment) any Debt Indebtedness included in the calculation calculations of any financial ratio or test or ratio (in each case, other than Debt Indebtedness incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedfacility), (i) during the applicable Test Period or (ii) subject to Section 1.09(a) subsequent to the end of the period of four consecutive fiscal quarters (the “applicable Test Period”) for which any financial test or ratio is being calculated but 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 or ratio shall be calculated giving pro forma effect to such incurrenceincurrence or repayment of Indebtedness, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and to the application of the proceeds of such Debtextent required, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary during the applicable Test Period or 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 had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the First Lien Net Leverage Ratio and Consolidated Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) In 1.4; provided that notwithstanding anything to the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included contrary in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedSection 1.4(b), (c) or (d), when (i) calculating the Consolidated Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the definition of “ECF Percentage”, the events described in this Section 1.4 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio applicable Reference Period shall not be given pro forma effect and shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on at the last day of such fiscal year or fiscal quarter, as the case may be. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Reference 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 Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or (b), as applicable Test Period(or, if prior to the date of delivery of the first financial statements delivered pursuant to Section 7.1, the most recent financial statements referred to in Section 5.1). (cb) For purposes of calculating any financial test ratio or ratiotest, Specified the Transactions or any Significant Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.4(d)) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Reference Period or and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference 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 the Transactions or all such Specified Significant Transactions, as applicable (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to the Transactions or any Significant Transaction, as applicable) had occurred on the first day (or, in case of the determination of Consolidated Total Tangible Assets, the last day) of the applicable Test Reference Period. If since the beginning of any such Test applicable Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Reference Period shall have made any Specified Significant Transaction that would have required adjustment pursuant to this SectionSection 1.4, the then applicable such financial ratio or test (or ratio Consolidated Total Tangible Assets) shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving in accordance with this Section 1.4. (c) Whenever pro forma effect thereto for such period as if such designation had occurred at is to be given to the beginning of the applicable Test Period. If Transactions or any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage RatioSignificant Transaction, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed calculations made on a pro forma basis shall be computed based upon made in good faith by a responsible financial or accounting officer of the average daily balance Borrower and include, for the avoidance of such Debt during doubt, the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation Samount of “run-X under the Securities Act of 1933rate” cost savings, as amended or (ii) permissible by the definition of Consolidated EBITDA.operating expense reductions, other

Pro Forma Calculations. (a) Notwithstanding anything For purposes of determining whether any action is otherwise permitted to be taken hereunder, each of the contrary hereinGuaranteed Net Leverage Ratio, all financial ratios the Senior Secured Net Leverage Ratio and tests the Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06.as follows: (ba) In the event that the Company Borrower or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test Indebtedness or ratio (other than Debt incurred ii) issues or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred redeems Disqualified Stock or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), Preferred Stock subsequent to the end commencement of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or such ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is mademade (a “Ratio Calculation Date”), then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application Indebtedness, or such issuance or redemption of the proceeds of such DebtDisqualified Stock or Preferred Stock, as if the same had occurred on at the last day beginning of the applicable Test Periodfour-quarter period. (cb) For purposes of calculating any financial test making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or ratio, Specified Transactions that have been committed to be made by the Company or any Restricted Subsidiary pursuant to a definitive agreement) during the applicable Test Period four-quarter reference period or subsequent to such Test Period reference period and on or prior to or simultaneously with the event for which relevant Ratio Calculation Date, and other operational changes that the calculation Borrower or any of any its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such ratio is made reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all -(65-) such Specified Transactions Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes had occurred on the first day of the applicable Test Periodfour-quarter reference period. If since the beginning of any such Test Period period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated merged with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiarydefinition, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate four-quarter period. (c) For purposes of interest and is being given this Section 1.09, whenever pro forma effecteffect is to be given to any Investment, for purposes of determining Acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma Fixed Charge Coverage Ratio, the interest on such Debt calculations shall be calculated as if made in good faith by a responsible financial or accounting officer of the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a Borrower. Any such pro forma basis shall be computed based upon calculation may include adjustments appropriate, in the average daily balance reasonable determination of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required Borrower as set forth in an Officer’s Certificate, to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are reflect (i) permitted operating expense reductions and other operating improvements or required by Regulation S-X under synergies reasonably expected to be realizable from any acquisition, disposition, amalgamation, merger or operational change (including, to the Securities Act of 1933extent applicable, as amended or from the Transactions) and (ii) permissible by all adjustments of the nature used in connection with the calculation of “EBITDA” as set forth in footnote (3) to the “Summary Historical and Pro Forma Financial Data” under “Offering Circular Summary” in the offering circular for the New Senior Notes to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period; provided that such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and otherwise comply with the limitations set forth in the definition of Consolidated “EBITDA”.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the First Lien Net Leverage Ratio, Interest Coverage Ratio and Consolidated Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) In 1.4; provided that notwithstanding anything to the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included contrary in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedSection 1.4(b), (c) or (d), when (i) calculating the Consolidated Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the definition of “ECF Percentage”, the events described in this Section 1.4 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio applicable Reference Period shall not be given pro forma effect and shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on at the last day of such fiscal year or fiscal quarter, as the case may be. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Reference 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 Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or (b), as applicable Test Period(or, if prior to the date of delivery of the first financial statements delivered pursuant to Section 7.1, the most recent financial statements referred to in Section 5.1). (cb) For purposes of calculating any financial test ratio or ratiotest, Specified the Transactions or any Significant Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.4(d)) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Reference Period or and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference 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 the Transactions or all such Specified Significant Transactions, as applicable (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to the Transactions or any Significant Transaction, as applicable) had occurred on the first day (or, in case of the determination of Consolidated Total Tangible Assets, the last day) of the applicable Test Reference Period. If since the beginning of any such Test applicable Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Reference Period shall have made any Specified Significant Transaction that would have required adjustment pursuant to this SectionSection 1.4, the then applicable such financial ratio or test (or ratio Consolidated Total Tangible Assets) shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving in accordance with this Section 1.4. (c) Whenever pro forma effect thereto for such period as if such designation had occurred at is to be given to the beginning of the applicable Test Period. If Transactions or any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage RatioSignificant Transaction, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed calculations made on a pro forma basis shall be computed based upon made in good faith by a responsible financial or accounting officer of the average daily balance Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of the Transactions or any Significant Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933period and as if such cost savings, as amended or (ii) permissible by the definition of Consolidated EBITDA.operating expense reductions, other operating improvements and synergies

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Consolidated Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 1.11; provided that notwithstanding anything to the contrary in this Section 1.11, when calculating the Consolidated Total Leverage Ratio for purposes of (bi) In the event definition of “Applicable ECF Percentage,” (ii) the definition of “Applicable Asset Sale Percentage”, and (iii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, in each case, the events described in this Section 1.11 that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), occurred subsequent to the end of the period of four consecutive fiscal quarters (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 any financial test statements of the Parent 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 Total Leverage Ratio for purposes of the definition of “Applicable ECF Percentage”, the definition of “Applicable Asset Sale Percentage”, or ratio is being calculated but prior to or simultaneously determining actual compliance with Section 7.11 (other than for the event for purpose of determining pro forma compliance with Section 7.11), each of which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect based on the financial statements delivered pursuant to such incurrence, assumption, guarantee, redemption, repayment, retirement Sections 6.01(a) or extinguishment of Debt and the application of the proceeds of such Debt(b), as if applicable, for the same had occurred on the last day of the applicable relevant Test Period. (cb) For purposes of calculating any financial ratio or test or ratiobasket that is based on a percentage of Consolidated EBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.11(d)) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) if applicable as described in Section 1.11(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, 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 Total Assets, the last day of the applicable Test Period). If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary of the Parent or was merged, amalgamated or consolidated with or into the Company any Borrower or any of the Parent’s other Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.11, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.11. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction, the implementation of an operational initiative or operational change, the pro forma calculations (i) shall be made in good faith by a 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, other operating improvements and cost synergies (which shall not include revenue synergies or revenue enhancements) 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 realizable as a result of actions taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies (which shall not include revenue synergies or revenue enhancements) had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating improvements and cost synergies (which shall not include revenue synergies or revenue enhancements) were realized during the entirety of such period and such that “run-rate” means the full recurring projected benefit for a period that is associated with any action taken or expected to be taken (including any savings or other benefits expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions), and any such adjustments shall be included in the initial pro forma calculation of such financial ratios or tests or basket that is based on a percentage of Consolidated 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 realizable, relating to such initiative or change, such Transaction or such Specified Transaction; provided that (x) 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 6.02, certifying that such cost savings, operating expense reductions, other operating improvements and/or cost synergies (which shall not include revenue synergies or revenue enhancements) 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 twenty-four (24) months after the consummation of such initiative or change (or, with respect to the Transactions, within 24 months after the consummation of the Transactions), such Transaction or such Specified Transaction, which is expected to result in such cost savings, operating expense reductions, other operating improvements or cost synergies and (y) no cost savings, operating expense reductions, other operating improvements or cost synergies (which shall not include revenue synergies or revenue enhancements) shall be added pursuant to clause (ii) above to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA (or any component thereof), whether through a pro forma adjustment or otherwise, for such period; provided, further, that all amounts added back to Consolidated EBITDA as calculated on a pro forma basis shall be subject to the caps set forth in the last paragraph of the definition of Consolidated EBITDA. (d) In the event that any Borrower or any other Restricted Subsidiary of the Parent incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test, (i) during the applicable Test Period or (ii) subject to Section 1.11(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 applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since . (e) Any provision requiring pro forma compliance with Section 7.11 shall be made assuming that compliance with the beginning Consolidated Total Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time (it being understood that for purposes of determining Pro Forma Compliance with Section 7.11, if no Test Period with an applicable Consolidated Total Leverage Ratio cited in Section 7.11 has passed, the applicable Consolidated Total Leverage Ratio level shall be the level for the first Test Period cited in Section 7.11 with an indicated Consolidated Total Leverage Ratio level). (f) [Reserved]. (g) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the Consolidated Total Leverage Ratio; (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA); or (iii) determining compliance with representations, warranties, Defaults or Events of Default (other than for purposes of Section 4.02); 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 agreement for such Limited Condition Transaction is entered into or irrevocable notice is given in respect of such transaction (or such later date as specified by the Lead Borrower in writing to the Administrative Agent from time to time) (the “LCT Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted SubsidiaryDate”), then such ratio shall and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be calculated giving pro forma effect thereto for such period entered into in connection therewith as if such designation they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, the Parent or any of the Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with for all purposes; provided that if financial statements for one or more subsequent fiscal periods shall have been delivered pursuant to this Agreement, the Lead 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 or redetermination shall thereafter be deemed to be the applicable date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Lead Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test PeriodDate would have failed to have been satisfied as a result of fluctuations in any such ratio, test or basket (including due to fluctuations of the target of any Limited Condition Transaction), including due to fluctuations in Consolidated EBITDA or Total Assets, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations. If the Lead Borrower has made an LCT Election for any Debt bears Limited Condition Transaction, then in connection with any event or transaction occurring after the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction (a floating rate of interest and is being given “Subsequent 80 Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a pro forma effectbasis or giving pro forma effect to such Subsequent Transaction, for purposes of determining the pro forma Fixed Charge Coverage Ratiowhether such ratio, the interest on test or basket availability has been complied with under this Agreement, any such Debt ratio, test or basket shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed required to be satisfied on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith 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 Junior Financing, the calculation of any such ratio, test or basket shall be computed based upon the average daily balance of required to be satisfied on a non-pro forma basis until such Debt during the applicable Test Periodtime as such Subsequent Transaction is actually consummated. (dh) The pro forma calculations permitted For purposes of the definition of “Applicable ECF Percentage”, (i) the Consolidated Total Leverage Ratio shall be recalculated to give Pro Forma Effect to (A) if the Lead Borrower elects any deduction be made pursuant to the clauses (B)(1) through (4) of Section 2.05(b)(i)(B) after the end of the relevant fiscal year and prior to the time such Excess Cash Flow prepayment is due, any cash pay-downs or required reductions made after the end of the relevant fiscal year and prior to the time the applicable Excess Cash Flow prepayment is due and (B) any repayments of the Loan to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (iSection 2.05(b)(i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or utilizing such Excess Cash Flow and (ii) permissible by the definition of Consolidated EBITDATotal Leverage Ratio for the succeeding fiscal year shall not give Pro Forma Effect to such cash pay-downs or reductions.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Consolidated Cash Interest Coverage Ratio and the Consolidated Total Net Leverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated (whether or not the applicable provision references that such calculation is to be done on a “Pro Forma Basis” or giving “Pro Forma Effect” or any other similar phrase) in the manner prescribed by this Section 1.06. 1.07; provided that notwithstanding anything to the contrary herein, when calculating (bA) In any such ratio for the event that purpose of the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation definition of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to financeApplicable Percentage, any relevant transaction and for which any financial ratio mandatory prepayment provision hereunder or test is being calculatedcompliance with Section 8.11, the events set forth in Sections 1.07(b), 1.07(c), 1.07(d) and 1.07(e) below that occurred subsequent to the end of the period applicable Test Period shall not be given pro forma effect and (B) any such ratio or test for purposes of four consecutive fiscal quarters (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 are available (as determined in good faith by the Borrower) (it being understood that for purposes of determining pro forma compliance with Section 8.11, if no Test Period with an applicable level cited in Section 8.11 has passed, the applicable level shall be the level for the first Test Period cited in Section 8.11 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial ratio or test for purposes of (i) the definition of “Applicable Percentage” and (ii) Section 8.11 (other than for the purpose of determining Pro Forma Compliance with Section 8.11), each of which shall be based on the financial statements delivered pursuant to Section 7.01(a) or (b) for which any financial test or ratio is being calculated but prior a Compliance Certificate has been delivered pursuant to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such DebtSection 7.02(a), as if applicable, for the same had occurred on the last day of the applicable relevant Test Period. (cb) For purposes of calculating any financial ratio or test or ratiocompliance with any covenant determined by reference to Consolidated EBITDA or Total Assets, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary consummated (i) during the applicable Test Period or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made made, in either case, shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.07, then such financial ratio or test (or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.07. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible 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 and synergies resulting from or relating to any Specified Transaction which is being given pro forma effect that have been realized or are expected to be realized 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 and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken 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 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) relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided further, that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies pursuant to this Section 1.07(c) shall be subject to the limitations set forth in the final proviso of 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, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Cash Interest Coverage Ratio, the Consolidated Total Net Leverage Ratio or any other financial ratio or test 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 or test is made, then applicable the Consolidated Cash Interest Coverage Ratio, the Consolidated Total Net Leverage Ratio or other financial test ratio or ratio test, as applicable, shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Cash Interest Coverage Ratio or other similar interest or fixed charge test or ratio, in which case such Specified Transaction incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment will be given effect as if the same had occurred at on the beginning first day of the applicable Test Period. If since ); provided that Indebtedness incurred, repaid or prepaid under any revolving credit facility shall be excluded from the beginning application of this clause (d) unless such incurrence, repayment or prepayment (a) shall be in connection, or substantially concurrent, with a Specified Transaction or (b) in the case of a repayment or prepayment, such Indebtedness has been permanently repaid and not replaced. (e) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of any Section in Article VIII of this Agreement (which, for purposes of Section 8.03 of this Agreement, shall be deemed to include Section 2.18 through Section 2.20 of this Agreement) that does not require compliance with a financial ratio or test (including, without limitation, the Consolidated Total Net Leverage Ratio and/or the Consolidated Cash Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”, including, for the avoidance of doubt, any grower component based on Consolidated EBITDA) substantially concurrently with any amounts incurred or transactions, in each case, entered into (or consummated) in reliance on a provision of such Test Period Section of this Agreement that requires compliance with any Restricted Subsidiary such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”), it is designated understood and agreed that (x) any Fixed Amount (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence and (y) thereafter, the incurrence of the portion of any such amount under the Fixed Amount shall be included in the calculation of Incurrence-Based Amounts. (f) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenants) which is subject to a default or event of default qualifier (including any representation and warranty related thereto) or which requires the calculation of any financial ratio or test, including the Consolidated Total Net Leverage Ratio and Consolidated Cash Interest Coverage Ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA, Total Assets and baskets subject to Default and Event of Default conditions); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an Unrestricted Subsidiary “LCT Election”), the date of determination of whether any such action is permitted hereunder (or any Unrestricted Subsidiary such representation, warranty, requirement or condition therefor is redesignated complied with or satisfied (including as a Restricted Subsidiary, then such ratio to the absence of any continuing Default or Event of Default) shall be calculated giving pro forma effect thereto deemed to be the date the definitive agreements for such period Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if such designation they had occurred at the beginning of the applicable most recent Test PeriodPeriod ending prior to the LCT Test Date, the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related representations, warranties, requirements and conditions), such ratio, test or basket (and any related representations, warranties, requirements and conditions) shall be deemed to have been complied with (or satisfied). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests, baskets or requirements or conditions for which compliance was determined or tested as of the LCT Test Date are exceeded (or not satisfied) as a result of fluctuations in any such ratio, test or basket (or due to other intervening events in the case of other requirements or conditions), including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests, ratios or requirements or conditions will not be deemed to have been exceeded (or not satisfied) as a result of such fluctuations (or intervening events). If the Borrower has made an LCT Election for any Debt Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment permitted hereunder, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or 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 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 is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied 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. (g) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has the event for which the calculation of the Consolidated Cash Interest Coverage Ratio is made had been the applicable rate for the entire Test Periodperiod (taking into account any interest hedging arrangements applicable to such Indebtedness); provided that, and in the case of repayment of any Indebtedness, to the extent actual interest on related thereto was included during all or any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance portion of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required , the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be made by the Company rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or any 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 pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDAmay designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all Consolidated EBITDA and any financial ratios or tests, including the Total Net Leverage Ratio, the Total Net First Lien Leverage Ratio and tests the Total Net Senior Secured Leverage Ratio, shall be calculated in the manner prescribed by this Section 1.06. 1.08; provided that notwithstanding anything to the contrary in clauses (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) or (d) of this Section 1.08, when calculating the Total Net First Lien Leverage Ratio for purposes of (i) Section 2.05(b)(i) or (ii) determining actual compliance (and not pro forma compliance, compliance on a Pro Forma Basis or determining compliance giving Pro Forma Effect to a transaction) with Section 7.11, the events described in this Section 1.08 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “applicable Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio Period shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating Consolidated EBITDA and any financial test ratios or ratiotests, including the Total Net Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Consolidated EBITDA or any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.08, then the Total Net Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio and Consolidated EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower and may include, for the avoidance of doubt, the amount of “run rate” cost savings, operating expense reductions, restructuring charges and expenses 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, restructuring charges and expenses and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, restructuring charges and expenses and synergies were realized during the entirety of such period) relating to such Specified Transaction, 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; provided that (A) such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Borrower), (B) such actions are taken, committed to be taken or expected to be taken no later than twenty-four (24) months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (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). (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Net Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable financial test or ratio the Total Net Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation same had occurred at on the beginning last day of the applicable Test Period. If any Debt Indebtedness bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has such calculation is being made had been the applicable rate for the entire Test Period, and interest on period (taking into account any Debt under a revolving credit facility computed Swap Contract applicable to such Indebtedness). Interest on a pro forma basis Capitalized Lease shall be computed 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 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, or other rate, shall be deemed to have been based upon the average daily balance of rate actually chosen, or, if none, then based upon such Debt during optional rate chosen as the applicable Test PeriodBorrower may designate. (de) The On and after the date pro forma calculations permitted or required effect is to be made by given to a Permitted Acquisition and on which the Company Borrower or any Restricted Subsidiary pursuant is incurring or deemed to this Agreement be incurring Indebtedness, which Permitted Acquisition has yet to be consummated but for which a definitive agreement governing such Permitted Acquisition has been executed and remains in effect, such pro forma effect shall include only those adjustments be deemed to continue at all times thereafter for purposes of determining ratio-based conditions and baskets (including baskets that are (i) permitted or required by Regulation S-X under determined on the Securities Act of 1933, as amended or (ii) permissible by the definition basis of Consolidated EBITDAEBITDA of the Borrower and the Restricted Subsidiaries) until such Permitted Acquisition is consummated or such definitive agreement is terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the First Lien Net Leverage Ratio, Interest Coverage Ratio and Consolidated Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) In 1.4; provided that notwithstanding anything to the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included contrary in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedSection 1.4(b), (c) or (d), when (i) calculating the Consolidated Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the definition of “ECF Percentage”, the events described in this Section 1.4 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio applicable Reference Period shall not be given pro forma effect and shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on at the last day of such fiscal year or fiscal quarter, as the case may be. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Reference 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 Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or (b), as applicable Test Period(or, if prior to the date of delivery of the first financial statements delivered pursuant to Section 7.1, the most recent financial statements referred to in Section 5.1). (cb) For purposes of calculating any financial test ratio or ratiotest, Specified the Transactions or any Significant Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.4(d)) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Reference Period or and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference 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 the Transactions or all such Specified Significant Transactions, as applicable (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to the Transactions or any Significant Transaction, as applicable) had occurred on the first day (or, in case of the determination of Consolidated Total Tangible Assets, the last day) of the applicable Test Reference Period. If since the beginning of any such Test applicable Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Reference Period shall have made any Specified Significant Transaction that would have required adjustment pursuant to this SectionSection 1.4, then such financial ratio or test (or Consolidated Total Tangible Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.4. (c) Whenever pro forma effect is to be given to the Transactions or any Significant Transaction, the calculations made on a pro forma basis 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, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of the Transactions or any Significant Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), and “run-rate” means the full recurring benefit for a period in connection with the Transactions or any Significant Transaction, as applicable, (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 Reference Period in which the effects thereof are expected to be realized relating to the Transactions or such Significant Transaction, as applicable; provided that (i) such amounts are reasonably anticipated to be realized and reasonably factually supportable and quantifiable in the good faith judgment of the Borrower, (ii) such actions are to be taken within (A) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, not later than eighteen (18) months after the Closing Date, and (B) in all other cases, within 18 months after the consummation of the Significant Transaction, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies and (iii) and no cost savings, operating expense reductions and synergies shall be added pursuant to this clause 1.4(c) to the extent duplicative of any expenses or charges otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided further that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies pursuant to this Section 1.4(c) shall be subject to the limitation set forth in 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, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Reference Period or (ii) subject to Section 1.4(a) subsequent to the end of the applicable Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Reference Period. If any Debt Indebtedness bears a floating or formula based rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has had been the applicable rate for the entire period (taking into account any Hedge Agreement applicable to such Indebtedness). (e) At any time prior to the first date on which the Financial Covenants are required to be tested under Section 8.1, any provision requiring the pro forma compliance with Section 8.1 shall be made assuming that compliance with the Consolidated Total Net Leverage Ratio and Interest Coverage Ratio set forth in Section 8.1 for the Reference Period ending on such date is required with respect to the most recent Reference Period prior to such time. (f) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenants) which requires the calculation of any financial ratio or test, including the First Lien Net Leverage Ratio, Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, any financial ratio set forth in Section 2.4(a)); or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Tangible Assets); in each case, at the option of the Borrower and, to the extent required by Section 2.4 or Section 3.16, with the consent of the requisite lenders required thereby (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA 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 Acquisition are entered into (the “LCA Test PeriodDate”), and interest if, after giving pro forma effect to the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith), the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCA Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any Debt of the ratios, tests or baskets for which compliance was determined or tested as of the LCA Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Tangible Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, Dispositions of assets of the Borrower and its Restricted Subsidiaries, the prepayment, redemption, purchase, repurchase, conversion, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under a revolving credit facility computed this Agreement, any such ratio, test or basket shall be required to be satisfied on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the Securities Act use of 1933, as amended or proceeds thereof) have been consummated and (ii) permissible by assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the definition use of Consolidated EBITDAproceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests,(a) including the Consolidated Cash Interest Coverage Ratio and the Consolidated Total Net Leverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated (whether or not the applicable provision references that such calculation is to be done on a “Pro Forma Basis” or giving “Pro Forma Effect” or any other similar phrase) in the manner prescribed by this Section 1.06. 1.07; provided that notwithstanding anything to the contrary herein, when calculating (bA) In any such ratio for the event that purpose of the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation definition of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to financeApplicable Percentage, any relevant transaction and for which any financial ratio mandatory prepayment provision hereunder or test is being calculatedcompliance with Section 8.11, the events set forth in Sections 1.07(b), 1.07(c), 1.07(d) and 1.07(e) below that occurred subsequent to the end of the period applicable Test Period shall not be given pro forma effect and (B) any such ratio or test for purposes of four consecutive fiscal quarters (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 are available (as determined in good faith by the Borrower) (it being understood that for purposes of determining pro forma compliance with Section 8.11, if no Test Period with an applicable level cited in Section 8.11 has passed, the applicable level shall be the level for the first Test Period cited in Section 8.11 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial ratio or test for purposes of (i) the definition of “Applicable Percentage” and (ii) Section 8.11 (other than for the purpose of determining Pro Forma Compliance with Section 8.11), each of which shall be based on the financial statements delivered pursuant to Section 7.01(a) or (b) for which any financial test or ratio is being calculated but prior a Compliance Certificate has been delivered pursuant to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such DebtSection 7.02(a), as if applicable, for the same had occurred on the last day of the applicable relevant Test Period. (c) . For purposes of calculating any financial ratio or test or ratiocompliance with(b) any covenant determined by reference to Consolidated EBITDA or Total Assets, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary consummated (i) during the applicable Test Period or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made made, in either case, shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.07, then such financial ratio or test (or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.07. [Credit Agreement] Whenever pro forma effect is to be given to a Specified Transaction, the(c) 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 and synergies resulting from or relating to any Specified Transaction which is being given pro forma effect that have been realized or are expected to be realized 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 and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken 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 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) relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided further, that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies pursuant to this Section 1.07(c) shall be subject to the limitations set forth in the final proviso of clause (vii) of the definition of Consolidated EBITDA. In the event that the Borrower or any Restricted Subsidiary incurs(d) (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Cash Interest Coverage Ratio, the Consolidated Total Net Leverage Ratio or any other financial ratio or test 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 or test is made, then applicable the Consolidated Cash Interest Coverage Ratio, the Consolidated Total Net Leverage Ratio or other financial test ratio or ratio test, as applicable, shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Cash Interest Coverage Ratio or other similar interest or fixed charge test or ratio, in which case such Specified Transaction incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment will be given effect as if the same had occurred at on the beginning first day of the applicable Test Period); provided that Indebtedness incurred, repaid or prepaid under any revolving credit facility shall be excluded from the application of this clause (d) unless such incurrence, repayment or prepayment (a) shall be in connection, or substantially concurrent, with a Specified Transaction or (b) in the case of a repayment or prepayment, such Indebtedness has been permanently repaid and not replaced. If since [Credit Agreement] Notwithstanding anything to the beginning contrary herein, with respect to any(e) amounts incurred or transactions entered into (or consummated) in reliance on a provision of any Section in Article VIII of this Agreement (which, for purposes of Section 8.03 of this Agreement, shall be deemed to include Section 2.18 through Section 2.20 of this Agreement) that does not require compliance with a financial ratio or test (including, without limitation, the Consolidated Total Net Leverage Ratio and/or the Consolidated Cash Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”, including, for the avoidance of doubt, any grower component based on Consolidated EBITDA) substantially concurrently with any amounts incurred or transactions, in each case, entered into (or consummated) in reliance on a provision of such Test Period Section of this Agreement that requires compliance with any Restricted Subsidiary such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”), it is designated understood and agreed that (x) any Fixed Amount (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence and (y) thereafter, the incurrence of the portion of any such amount under the Fixed Amount shall be included in the calculation of Incurrence-Based Amounts. In connection with any action being taken solely in connection with a(f) Limited Condition Transaction, for purposes of: determining compliance with any provision of this Agreement(i) (other than the Financial Covenants) which is subject to a default or event of default qualifier (including any representation and warranty related thereto) or which requires the calculation of any financial ratio or test, including the Consolidated Total Net Leverage Ratio and Consolidated Cash Interest Coverage Ratio; or testing availability under baskets set forth in this Agreement(ii) (including baskets measured as a percentage of Consolidated EBITDA, Total Assets and baskets subject to Default and Event of Default conditions); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an Unrestricted Subsidiary “LCT Election”), the date of determination of whether any such action is permitted hereunder (or any Unrestricted Subsidiary such representation, warranty, requirement or condition therefor is redesignated complied with or satisfied (including as a Restricted Subsidiary, then such ratio to the absence of any continuing Default or Event of Default) shall be calculated giving pro forma effect thereto deemed to be the date the definitive agreements for such period Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if such designation they had occurred at the beginning of the applicable most recent Test PeriodPeriod ending prior to the LCT Test Date, the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related representations, warranties, requirements and conditions), such ratio, test or basket (and any related representations, warranties, requirements and conditions) shall be deemed to have been complied with (or satisfied). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests, baskets or [Credit Agreement] requirements or conditions for which compliance was determined or tested as of the LCT Test Date are exceeded (or not satisfied) as a result of fluctuations in any such ratio, test or basket (or due to other intervening events in the case of other requirements or conditions), including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests, ratios or requirements or conditions will not be deemed to have been exceeded (or not satisfied) as a result of such fluctuations (or intervening events). If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment permitted hereunder, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or 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 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 is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied 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. If any Debt Indebtedness bears a floating rate of interest and is being given pro pro(g) forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has the event for which the calculation of the Consolidated Cash Interest Coverage Ratio is made had been the applicable rate for the entire Test Periodperiod (taking into account any interest hedging arrangements applicable to such Indebtedness); provided that, and in the case of repayment of any Indebtedness, to the extent actual interest on related thereto was included during all or any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance portion of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required , the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be made by the Company rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or any 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 pursuant may designate. Timing of Payment and Performance. When the payment of anySection 1.08. obligation or the performance of any covenant, duty or obligation is stated to this Agreement shall include only those adjustments that are be due or performance required on a day which is not a Business Day, the date of such payment (i) permitted or required by Regulation S-X under the Securities Act of 1933, other than as amended or (ii) permissible by described in the definition of Consolidated EBITDA.“Interest Period”) or performance shall extend to the immediately succeeding Business Day and such extension shall be reflected in the computation of interest or fees, as the case may be. Currency Generally. For purposes of determining compliance withSection 1.09. Sections 8.01, 8.02, 8.03 and 8.06 with respect to any amount of Indebtedness or Investment in a [Credit Agreement]

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios the Total Leverage Ratio and tests the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 14.13; provided that notwithstanding anything to the contrary in clauses (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “applicable Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio Period shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating any financial test or ratiothe Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) 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 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Parent BorrowerHoldings or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent BorrowerHoldings to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent BorrowerHoldings or any of its Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable financial test or ratio the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since Interest on a CapitalFinance Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the beginning Parent Borrower to be the rate of interest implicit in such Test Period any CapitalFinance Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as Holdings, the Parent Borrower or Restricted Subsidiary is designated an Unrestricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or any Unrestricted Subsidiary is redesignated Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted SubsidiarySubsidiaries of any assets, then business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such ratio acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’sHoldings (Holdings’ election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be calculated deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect thereto for such period to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if such designation they had occurred at the beginning of the applicable most recent Test PeriodPeriod ending prior to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If Holdings has made an LCA Election, then in connection with any Debt bears a floating rate subsequent calculation of interest any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is being given pro forma effectconsummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on any such Debt ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as if the rate in effect on applicable Limited Condition Acquisition has actually closed or the date of determination definitive agreement with respect thereto has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Periodterminated. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios the Leverage Ratio and tests the Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 1.07; provided that when calculating any such ratio for the purpose of (i) the definition of Applicable Margin or Applicable Percentage, (ii) any mandatory prepayment provision under Section 2.10(b) or (iii) actual compliance with the Financial Covenant, the events set forth in clause (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) and (d) below that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Leverage Ratio and the Senior Secured Leverage Ratio, all Specified Transactions (and the incurrence or repayment of any Indebtedness and the granting or terminating of any Liens in connection therewith) that have been consummated (i) during the applicable period of four consecutive fiscal quarters for which such financial ratio is being determined (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (cii) For purposes of calculating any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary during the applicable Test Period or 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 EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. . (c) If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such is to be given to a Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted SubsidiaryTransaction, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt calculations shall be calculated as if made in good faith by a Financial Officer of the rate in effect on the date of determination has been the applicable rate for the entire Test Period, Borrower and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) would be permitted or required by Regulation S-X under of the Securities Act federal securities laws together with those adjustments that (i) have been certified by a Financial Officer of 1933, the Borrower as amended or having been prepared in good faith based upon reasonable assumptions and (ii) permissible are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, (B) expected to have a continuing impact on the Borrower and its Subsidiaries, (C) factually supportable and reasonably identifiable and (D) based on reasonably detailed written assumptions. For the avoidance of doubt, all pro forma adjustments shall be consistent with, and subject to, the caps and limits set forth in the applicable definitions herein. To the extent compliance with the Financial Covenant is being tested prior to the first test date under the Financial Covenant, in order to determine permissibility of any action by the definition Borrower or its Subsidiaries, such compliance shall be tested against the applicable ratio for such first test date. (d) In the event that the Borrower or any of Consolidated EBITDAits Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculation of the Leverage Ratio or the Senior Secured Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the Ordinary Course of Business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Leverage Ratio and/or the Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios the Interest Coverage Ratio and tests Consolidated Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating any financial test or ratiothe Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Measurement Period or and (ii) subsequent to such Test Measurement 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 Measurement Period. If since the beginning of any such Test applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Lead Borrower or any Restricted Subsidiary of its Subsidiaries since the beginning of such Test Measurement Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests the Financial Ratios shall be calculated in the manner prescribed by this Section 1.06. 1.9; provided, that notwithstanding anything to the contrary in clauses (b) In or (c) of this Section 1.9, when calculating the event that the Company Financial Ratios, as applicable, for purposes of determining actual compliance (and not pro forma compliance or compliance on a pro forma basis) with any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio covenant pursuant to Section 7.1 (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedFinancial Condition Covenants), the events described in this Section 1.9 that occurred subsequent to the end of the applicable period of four consecutive fiscal quarters (of the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio Borrower shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating any financial test or ratiothe Financial Ratios, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or period of four consecutive fiscal quarters of the Borrower and (ii) subsequent to such Test Period period of four consecutive fiscal quarters of the Borrower and prior to or simultaneously in connection 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 Total EBITDA, Unencumbered Asset Value, Total Asset Value or Unencumbered NOI and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Periodperiod of four consecutive fiscal quarters of the Borrower (whether or not occurring concurrently with the event for which the calculation is made) (it being understood that no such increase shall be reflected with respect to Unencumbered Asset Value, Total Asset Value or Unencumbered NOI as a result of this Section 1.9(b) to the extent that such defined terms (or the component financial definitions used therein) separately provide a mechanism for a pro forma increase (or annualization) as a result of such Specified Transaction). If since the beginning of any such Test Period applicable period of four consecutive fiscal quarters of the Borrower any Person that subsequently became a Restricted Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Company Borrower or any Restricted Subsidiary of its Subsidiaries since the beginning of such Test Period period of four consecutive fiscal quarters shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.9, then the Financial Ratios shall be calculated to give pro forma effect thereto in accordance with this Section 1.9. (c) In the event that the Borrower or any of its Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, prepayment, retirement, exchange or extinguishment or Discharge) any Indebtedness included in the calculations of any of the Financial Ratios (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable period of four consecutive fiscal quarters of the Borrower and/or (ii) subsequent to the end of the applicable period of four consecutive fiscal quarters of the Borrower and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable financial test or ratio the Financial Ratios shall be calculated giving pro forma effect thereto for to such period incurrence or repayment or Discharge of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on (A) the beginning last day of the applicable Test Period. If since period of four consecutive fiscal quarters of the beginning Borrower in the case of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiarythe Total Leverage Ratio, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning Secured Leverage Ratio and the Unsecured Leverage Ratio and (B) the first day of the applicable Test Periodperiod of four consecutive fiscal quarters of the Borrower in the case of the Fixed Charge Coverage Ratio and the Unsecured Interest Coverage Ratio. If any Debt Indebtedness bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has the event for which the calculation of the Fixed Charge Coverage Ratio or the Unsecured Interest Coverage Ratio, as applicable, is made had been the applicable rate for the entire Test Periodperiod (taking into account any hedging obligations applicable to such Indebtedness); provided, that 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 period of four consecutive fiscal quarters of the Borrower, the actual interest may be used for the applicable portion of such period of four consecutive fiscal quarters of the Borrower and to give pro forma effect to such repayment. Interest in respect of a Finance Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such related Finance Lease in accordance with GAAP. Interest on any Debt under Indebtedness that may optionally be determined at an interest rate based upon a revolving credit facility computed factor of a prime or similar rate, a risk free or risk adjusted rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (d) When used in reference to the calculation of Financial Ratios for purposes of determining actual compliance with Section 7.1 (and not pro forma compliance or compliance on a pro forma basis), references to the date of determination shall mean the last day of the relevant fiscal quarter then being tested. When used in reference to the calculation of Financial Ratios for purposes of determining pro forma compliance or compliance on a pro forma basis (other than for purposes of actual compliance with Section 7.1), references to the date of determination shall mean the calculation of Financial Ratios as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.1 on a pro forma basis. For purposes of determining pro forma compliance or compliance on a pro forma basis with covenants set forth in Section 7.1 prior to the date on which such covenants would otherwise apply, the covenants set forth in Section 7.1 shall be computed based upon the average daily balance deemed to be applicable for purposes of such Debt during the applicable Test Periodtest. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (aii) Notwithstanding anything to the contrary herein, all financial ratios the Leverage Ratio and tests the Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 1.07; provided that when calculating any such ratio for the purpose of (i) the definition of Applicable Margin or Applicable Percentage, (ii) any mandatory prepayment provision under Section 2.10(b) or (iii) actual compliance with the Financial Covenant, the events set forth in clause (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) and (d) below that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (a) For purposes of calculating the Leverage Ratio and the Senior Secured Leverage Ratio, all Specified Transactions (and the incurrence or repayment of any Indebtedness and the granting or terminating of any Liens in connection therewith) that have been consummated (i) during the applicable period of four consecutive fiscal quarters for which such financial ratio is being determined (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (cii) For purposes of calculating any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary during the applicable Test Period or 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 EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. (b) If pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the Borrower and include only those adjustments that (i) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (ii) are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, (B) [reserved], (C) factually supportable and reasonably identifiable and (D) based on reasonably detailed written assumptions. If since For the beginning avoidance of doubt, all pro forma adjustments shall be consistent with, and subject to, the caps and limits set forth in the applicable definitions herein. To the extent compliance with the Financial Covenant is being tested prior to the first test date under the Financial Covenant, in order to determine permissibility of any action by the Borrower or its 63 (c) In the event that the Borrower or any of its Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculation of the Leverage Ratio or the Senior Secured Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the Ordinary Course of Business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such Test Period any Person that subsequently became a Restricted Subsidiary or was mergedratio is made, amalgamated or consolidated with or into then the Company or any Restricted Subsidiary since Leverage Ratio and/or the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test or ratio Senior Secured Leverage Ratio shall be calculated giving pro forma effect thereto for to such period as if such Specified Transaction occurred at incurrence or repayment of Indebtedness, to the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiaryextent required, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect same had occurred on the date last day of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The If the Borrower or one of its Subsidiaries is entering into a Limited Condition Acquisition, any subsequent calculation of any ratio or basket with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, Dispositions, Investments, the prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing, on or following the relevant date of determination and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a pro forma calculations permitted basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated except (solely in the case of any ratio or required basket with respect to be made by the Company making of Restricted Payments or any Restricted Subsidiary pursuant the prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing) to this Agreement shall include only those adjustments that are the extent such calculation on a pro forma basis would result in a lower ratio or increased basket availability (ias applicable) permitted or required by Regulation S-X under than if calculated without giving effect to such Limited Condition Acquisition and the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDAother transactions in connection therewith.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Consolidated Total Net Leverage Ratio, Consolidated Total Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.061.09; provided that notwithstanding anything to the contrary in Section 1.09(b), (c) or (d), when calculating the Consolidated Total Net Leverage Ratio for purposes of the definition 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 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 Holdings are available (as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated Total Net Leverage Ratio for purposes of the definition of “Applicable ECF Percentage”, which shall be based on the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period. (b) For purposes of calculating any financial ratio or test, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.09(d)) 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 or test 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 (or, in case of the determination of 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 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 a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that such amounts are (A) reasonably supportable and quantifiable in the good faith judgment of the Borrower, (B) reasonably anticipated to be realized not later than twenty-four (24) months after the date of such Specified Transaction, and (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. (d) In the event that the Company Borrower or any Restricted Subsidiary incursincurs (including by assumption or guarantees) or repays (including by redemption, assumesrepayment, guarantees, redeems, repays, retires retirement or extinguishes extinguishment) any Debt Indebtedness included in the calculation calculations of any financial ratio or test or ratio (in each case, other than Debt Indebtedness incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedfacility), (i) during the applicable Test Period or (ii) subject to Section 1.09(a) subsequent to the end of the period of four consecutive fiscal quarters (the “applicable Test Period”) for which any financial test or ratio is being calculated but 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 or ratio shall be calculated giving pro forma effect to such incurrenceincurrence or repayment of Indebtedness, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and to the application of the proceeds of such Debtextent required, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary during the applicable Test Period or 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 had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests shall be calculated in the manner prescribed by this Section 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary during the applicable Test Period or 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 had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement Indenture shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to When calculating the contrary hereinSecured Net Leverage Ratio, all financial ratios and tests shall be calculated in the manner prescribed by this Section 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt Total Net Leverage Ratio and the application of the proceeds of such DebtInterest Coverage Ratio for any purpose, as if the same had occurred on the last day of the applicable Test Period. (c) For and when calculating total assets, consolidated total assets and revenue for purposes of calculating any financial test or ratio, identifying “Material Domestic Subsidiaries” and “Material Foreign Subsidiaries,” Specified Transactions identified by the Borrower that have been made by the Company or any Restricted Subsidiary consummated or that occurred (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the any event for which the calculation of any such ratio is made or the date of such measurement shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA (including component financial definitions used therein), total assets, consolidated total assets and revenue attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If If, since the beginning of any such applicable Test Period Period, any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made consummated any Specified Transaction or any Specified Transaction shall have occurred with respect to it, in each case identified by the Borrower, that would have required adjustment pursuant to this SectionSection 1.08, then for the purposes set forth above, the then applicable financial test or ratio determination of the Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio, total assets, consolidated total assets and revenue shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to accordance with this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.Section 1.08; and

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the First Lien Net Leverage Ratio, the Interest Coverage Ratio and the Total Net Leverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, shall be calculated in the manner prescribed by this Section 1.06. 1.4; provided that notwithstanding anything to the contrary in clauses (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) or (d) of this Section 1.4, when calculating the First Lien Net Leverage Ratio and Interest Coverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with the Financial Covenants and the Applicable Margins, (A) the events described in this Section 1.4 that occurred subsequent to the end of the period of four consecutive fiscal quarters applicable Test Period shall not be given pro forma effect and (the “Test Period”B) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of when calculating any such ratio is madeor test for purposes of the incurrence of any Indebtedness, then such financial test or ratio calculation shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and made without “netting” the application of the cash proceeds of such DebtIndebtedness. It being understood and agreed that, if any financial ratio, test or compliance with covenants determined by reference to Consolidated EBITDA or Consolidated Total Assets is required to be made prior to the first date upon which financial statements are required to be delivered (or are actually delivered, if earlier) pursuant to Section 5.1(a) or Section 5.1(b), as if the same had occurred case may be, such financial ratio, test or compliance with covenants determined by reference to Consolidated EBITDA or Consolidated Total Assets shall be made on the last day a pro forma basis as of the applicable Test PeriodJune 30, 2024. (cb) For purposes of calculating any financial test or ratioratios and tests, including the First Lien Net Leverage Ratio, the Interest Coverage Ratio and the Total Net Leverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.4) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or (ii) if applicable as described in clause (a) above, subsequent to the end of 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 Consolidated Interest Expense and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (with the interest expense with respect to any Indebtedness that bears interest at a floating rate, for purposes of such pro forma calculation, being deemed to have an interest rate equal to the interest rate applicable thereto on the last day of the applicable Test Period or, if incurred following the last day of such Test Period, on the date of incurrence thereof). If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Lead Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.4, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 1.4. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made (i) to take into account any fluctuations in cash or Permitted Investments on the balance sheet of the Lead Borrower and its Restricted Subsidiaries that have occurred since the end of the applicable Test Period and (ii) in good faith by a Responsible Officer of the Lead Borrower and may include, for the avoidance of doubt, any amounts that may otherwise be added back pursuant to clause (b)(v)(B) of the definition of Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such Test Period. (d) In the event that the Lead Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness subject to 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 applicable such financial ratio or test or ratio (other than the First Lien Net Leverage Ratio for purposes of determining actual compliance with such Financial Covenant pursuant to Section 5.9(a)) shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, in each case to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all EBITDA and any financial ratios and tests or tests, including the Leverage Ratio, shall be calculated in the manner prescribed by this Section 1.061.12; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.12, the calculation of (i) the Leverage Ratio for purposes of Section 2.4(e)(vi) of this Agreement, and (ii) Excess Cash Flow shall not be given pro forma effect. (b) For purposes of calculating EBITDA and any financial ratios or tests, including the Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.12) that have been made (i) during the applicable test period or (ii) subsequent to such test period and prior to or simultaneously with the event for which the calculation of EBITDA or any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in 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 Loan Party or was merged, amalgamated or consolidated with or into any Borrower or any other Loan Party since the beginning of such test period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.12, then the Leverage Ratio and EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 1.12. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Borrower and may include, for the avoidance of doubt, the amount of pro forma “run rate” cost savings, operating expense reductions, operating improvements and synergies that are projected by a Borrower in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or initiated or are expected to be taken (in the good faith determination of the Borrower) which is being given pro forma effect that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions, synergies, business optimization initiatives and other operating improvements 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, synergies, business optimization initiatives and other operating improvements had been realized in full on the first day of such period and as if such cost savings, operating expense reductions, synergies, business optimization initiatives and other operating improvements were realized in full 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 such Specified Transaction; provided that (a) such amounts are reasonably identifiable, (b) such actions 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) no later than twenty-four (24) months after the date of such Specified Transaction (or actions undertaken or implemented prior to the consummation of such Specified Transaction), (c) no amounts shall be added to the extent duplicative of any amounts that are otherwise added back in computing EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (d) any “run rate” cost savings, operating expense reductions and synergies added back to EBITDA pursuant to this Section 1.13(c), when aggregated with amounts added back to EBITDA pursuant to such cost savings, operating expense reductions and synergies added back pursuant to this Section 1.12(c) in any period shall not, when aggregated with the sum of the amounts added back to EBITDA pursuant to clauses (b)(vii), (b)(xvii) and (b)(xviii)(y) of the definition thereof in any test period, in each case, shall not in the aggregate exceed an amount equal to 25% of EBITDA of the Borrowers (calculated after giving effect to any such addback and all other permitted add-backs and adjustments) for such test period on a pro forma basis. (d) In the event that the Company any Borrower or any Restricted Subsidiary incursincurs (including by assumption or guarantees) or repays (including by repurchase, assumesredemption, guaranteesrepayment, redeems, repays, retires retirement or extinguishes extinguishment) any Debt Indebtedness included in the calculation calculations of any financial test or ratio the Leverage Ratio (in each case, other than Debt Indebtedness incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including in the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and ordinary course of business for which any financial ratio or test is being calculatedworking capital purposes), (i) during the applicable test period or (ii) subsequent to the end of the applicable test period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio the Leverage Ratio shall be calculated giving pro forma effect to such incurrenceincurrence or repayment of Indebtedness, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and to the application of the proceeds of such Debtextent required, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary during the applicable Test Period or 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 had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Periodperiod. If any Debt Indebtedness bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has such calculation is being made had been the applicable rate for the entire Test Period, and interest on period (taking into account any Debt under a revolving credit facility computed Hedge Agreement applicable to such Indebtedness). Interest on a pro forma basis Capitalized Lease shall be computed deemed to accrue at an interest rate reasonably determined by a responsible officer of the Borrowers to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency rate, or other rate, shall be deemed to have been based upon the average daily balance of rate actually chosen, or, if none, then based upon such Debt during optional rate chosen as the applicable Test PeriodBorrowers may designate. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated Senior Secured Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06.1.11; provided that notwithstanding anything to the contrary in this Section 1.11, when calculating the Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable ECF Percentage,” (ii) the definition of “Applicable Asset Sale Percentage”, and (iii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, in each case, the events described in this Section 1.11 that occurred subsequent (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating any financial ratio or test or ratiobasket that is based on a percentage of Consolidated EBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.11(d)) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) if applicable as described in Section 1.11(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, 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 Total Assets, the last day of the applicable Test Period). If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary of the Parent or was merged, amalgamated or consolidated with or into the Company any Borrower or any of the Parent’s other Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.11, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.11. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction, the implementation of an operational initiative or operational change, the pro forma calculations (i) shall be made in good faith by a 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, other operating 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 realizable as a result of actions taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating improvements and cost synergies were realized during the entirety of such period and such that “run-rate” means the full recurring projected benefit for a period that is associated with any action taken or expected to be taken (including any savings or other benefits expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions), and any such adjustments shall be included in the initial pro forma calculation of such financial ratios or tests or basket that is based on a percentage of Consolidated 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 realizable, relating to such initiative or change, such Transaction or such Specified Transaction; provided that (x) 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 6.02, certifying that such cost savings, operating expense reductions, other operating improvements and/or cost synergies are readily identifiable, factually supportable and have been determined in good faith by the Lead Borrower to be (d) In the event that any Borrower or any other Restricted Subsidiary of the Parent incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test, (i) during the applicable Test Period or (ii) subject to Section 1.11(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 applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period as if such Specified Transaction occurred at incurrence or repayment of Indebtedness, to the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiaryextent required, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect same had occurred on the date last day of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (de) The Any provision requiring pro forma calculations compliance with Section 7.11 shall be made assuming that compliance with the Consolidated Total Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time (it being understood that for purposes of determining Pro Forma Compliance with Section 7.11, if no Test Period with an applicable Consolidated Total Net Leverage Ratio cited in Section 7.11 has passed, the applicable Consolidated Total Net Leverage Ratio level shall be the level for the first Test Period cited in Section 7.11 with an indicated Consolidated Total Net Leverage Ratio level). (f) [Reserved]. (g) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or the Consolidated Senior Secured Net Leverage Ratio; (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA); or (iii) determining compliance with representations, warranties, Defaults or Events of Default (other than for purposes of Section 4.02); 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 agreement for such Limited Condition Transaction is entered into or required irrevocable notice is given in respect of such transaction (or such later date as specified by the Lead Borrower in writing to the (h) For purposes of the definition of “Applicable ECF Percentage”, (i) the Consolidated Senior Secured Net Leverage Ratio shall be recalculated to give Pro Forma Effect to (A) if the Lead Borrower elects any deduction be made pursuant to the clauses (B)(1) through (4) of Section 2.05(b)(i) after the end of the relevant fiscal year and prior to the time such Excess Cash Flow prepayment is due, any cash pay-downs or reductions made after the end of the relevant fiscal year and prior to the time the applicable Excess Cash Flow prepayment is due and (B) any repayments of the Loan to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (iSection 2.05(b)(i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or utilizing such Excess Cash Flow and (ii) permissible by the definition of Consolidated EBITDASenior Secured Net Leverage Ratio for the succeeding fiscal year shall not give Pro Forma Effect to such cash pay-downs or reductions.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Consolidated Total Net Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated Secured Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as 1.09. Whenever a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedto be calculated on a pro forma basis, (i) 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 financial statements have been delivered pursuant to Section 6.01(a) or (b) and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), subsequent as the case may be, and Section 6.02(a) are required to the end be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is madeending September 30, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period2015. (cb) For purposes of calculating any financial test ratio or ratiotest, Specified Transactions that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) 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 PeriodPeriod (or, in the case of the determination of Total Assets, the last day). If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company a Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.09, then such financial ratio or test (or the then applicable financial test or ratio calculation of Total Assets) shall be calculated giving to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower Representative and include, for the avoidance of doubt, the amount of “run-rate” cost savings and synergies projected by the Borrower Representative 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 and synergies had been realized on the first day of such period and as if such cost savings and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable, quantifiable, attributable to the transaction and based on assumptions believed by the Borrower Representative in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Administrative Agent, and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period as if such Specified Transaction occurred at cost savings and synergies were realized during the beginning entirety of such period relating to such specified transaction, net of the applicable Test Period. If since amount of actual benefits realized during such period from such actions, (B) such actions are taken or expected to be taken no later than 12 months after the beginning date of such Specified Transaction, (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) the aggregate amount of cost savings and synergies added pursuant to this clause (c) shall not exceed (i) 10% of Consolidated EBITDA for such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated (giving pro forma effect thereto to the relevant Specified Transaction (but not to any cost savings or synergies)) and (ii) when aggregated with the aggregate amount for all cash items added pursuant to clauses (a)(iv)(B), (a)(vi), (a)(vii) and (a)(ix) of the definition of “Consolidated EBITDA,” 15% of Consolidated EBITDA for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given Period (giving pro forma effect, for purposes of determining effect to the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on relevant Specified Transaction (but not to any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Periodcost savings or synergies)). (d) The pro forma calculations permitted Notwithstanding anything to the contrary herein, when calculating the Consolidated First Lien Net Leverage Ratio or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933Consolidated Secured Net Leverage Ratio, as amended applicable, on a Pro Forma Basis for purposes of Sections 2.14(d)(iii)(B), 7.03(r)(i)(B) or (ii) permissible by the definition 7.03(r)(ii)(B), any Indebtedness that is incurred substantially contemporaneously therewith under any other provision of Consolidated EBITDASection 2.14 or Section 7.03 shall be disregarded.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. 1.09; provided that notwithstanding anything to the contrary in clauses (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) or (d) of this Section 1.09, when calculating the Total Leverage Ratio for purposes of determining actual compliance (as opposed to determining pro forma compliance, compliance on a Pro Forma Basis or compliance giving Pro Forma Effect to a transaction for purposes of another provision) with the financial covenant tests in Section 7.10, the events described in this Section 1.09 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “applicable Test Period”) for which any Period shall not be given pro forma effect. Whenever a financial ratio or test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated on a pro forma basis or giving pro forma effect to such incurrencea transaction and any related incurrence(s) of Indebtedness, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of reference to the proceeds of such Debt, as if the same had occurred on the last day of the applicable “Test Period” for purpose 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 financial statements have been delivered prior to the relevant date of determination. (cb) For purposes of calculating any financial test ratio or ratiotest, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection with therewith) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of 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 PeriodPeriod (or, in the case of the determination of Total Assets, the last day). If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Parent or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.09, then such financial ratio or test (or the then applicable financial test or ratio calculation of Total Assets) shall be calculated giving to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating improvements, operating expense reductions and other similar initiatives and synergies projected by the Parent in good faith to result from actions that have been taken (including prior to completion of any Specified Transactions or such period as if events or initiatives) or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Parent) within 24 months after such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be (calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis as though such cost savings, operating improvements, operating expense reductions and other similar initiatives and synergies had been realized on the first day of such period and as if such cost savings, operating improvements, operating expense reductions and other similar initiatives 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 computed based upon included in the average daily balance initial pro forma calculations of such Debt financial ratios or tests and during any subsequent Test Period in which the applicable Test Periodeffects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Parent and subject to certification by a Responsible Officer of the Parent) and calculated on a pro forma basis net of the amount of actual benefits realized during such period from such actions and (B) 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. (d) The pro forma calculations permitted Notwithstanding anything to the contrary herein, when calculating the Total Leverage Ratio on a Pro Forma Basis for purposes of Section 2.14(d)(iii)(B) or required to 7.03(s)(B), any Indebtedness that is incurred substantially contemporaneously therewith under any other provision of Section 2.14 or Section 7.03(s) shall be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDAdisregarded.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as 1.09. Whenever a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedto be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) 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 financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), subsequent as the case may be, and Section 6.02(a) are required to the end be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is madeending September 30, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period2017. (cb) For purposes of calculating any financial test ratio or ratiotest, Specified Transactions that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) 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 PeriodPeriod (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.09, then such financial ratio or test (or the then applicable financial test or ratio calculation of Total Assets) shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving in accordance with this Section 1.09. (c) Whenever pro forma effect thereto for such period as if such designation had occurred at the beginning or a determination of the applicable Test Period. If any Debt bears Pro Forma Compliance is to be given to a floating rate of interest and is being given pro forma effectSpecified Transaction, for purposes of determining the pro forma Fixed Charge Coverage Ratiocalculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the interest on such Debt shall amount of “run-rate” cost savings, operating expense reductions, 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 as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, 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 computed based upon included in the average daily balance of such Debt during the applicable Test Period. (d) The initial pro forma calculations permitted of such financial ratios or required tests and during any subsequent Test Period in which the effects thereof are expected to be made realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Company or any Restricted Subsidiary Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 1824 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Agreement shall include only those adjustments 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 (iD) permitted or required by Regulation S-X under any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the Securities Act of 1933caps, as amended or (ii) permissible by baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with 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. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything For purposes of determining whether any action is otherwise permitted to be taken hereunder, each of the contrary hereinGuaranteed Net Leverage Ratio, all financial ratios the Senior Secured Net Leverage Ratio and tests the Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06.as follows: (ba) In the event that the Company Borrower or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test Indebtedness or ratio (other than Debt incurred ii) issues or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred redeems Disqualified Stock or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), Preferred Stock subsequent to the end commencement of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or such ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is mademade (a “Ratio Calculation Date”), then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application Indebtedness, or such issuance or redemption of the proceeds of such DebtDisqualified Stock or Preferred Stock, as if the same had occurred on at the last day beginning of the applicable Test Periodfour-quarter period. (cb) For purposes of calculating any financial test making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or ratio, Specified Transactions that have been committed to be made by the Company or any Restricted Subsidiary pursuant to a definitive agreement) during the applicable Test Period four-quarter reference period or subsequent to such Test Period reference period and on or prior to or simultaneously with the event for which relevant Ratio Calculation Date, and other operational changes that the calculation Borrower or any of any its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such ratio is made reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Specified Transactions Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes had occurred on the first day of the applicable Test Periodfour-quarter reference period. If since the beginning of any such Test Period period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated merged with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiarydefinition, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate four-quarter period. (c) For purposes of interest and is being given this Section 1.09, whenever pro forma effecteffect is to be given to any Investment, for purposes of determining Acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma Fixed Charge Coverage Ratio, the interest on such Debt calculations shall be calculated as if made in good faith by a responsible financial or accounting officer of the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a Borrower. Any such pro forma basis shall be computed based upon calculation may include adjustments appropriate, in the average daily balance reasonable determination of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required Borrower as set forth in an Officer’s Certificate, to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are reflect (i) permitted operating expense reductions and other operating improvements or required by Regulation S-X under synergies reasonably expected to be realizable from any acquisition, disposition, amalgamation, merger or operational change (including, to the Securities Act of 1933extent applicable, as amended or from the Transactions) and (ii) permissible by all adjustments of the nature used in connection with the calculation of “EBITDA” as set forth in footnote (3) to the “Summary Historical and Pro Forma Financial Data” under “Offering Circular Summary” in the offering circular for the New Senior Notes to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period; provided that such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and otherwise comply with the limitations set forth in the definition of Consolidated “EBITDA”.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Consolidated Total Net Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated Secured Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as 1.09. Whenever a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated)to be calculated on a pro forma basis, subsequent the reference to the end of the period of four consecutive fiscal quarters (the “Test Period”) ” for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation purposes of any such ratio is made, then calculating such financial ratio or test or ratio shall be calculated giving pro forma effect deemed to such incurrencebe a reference to, assumptionand shall be based on, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable most recently ended Test Period. (cb) For purposes of calculating any financial test ratio or ratiotest, Specified Transactions that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) 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 PeriodPeriod (or, in the case of the determination of Total Assets, the last day). If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.09, then such financial ratio or test (or the then applicable financial test or ratio calculation of Total Assets) shall be calculated giving to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings 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 and synergies had been realized on the first day of such period and as if such cost savings and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable, quantifiable, attributable to the transaction and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Administrative Agent, and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period as if such Specified Transaction occurred at cost savings and synergies were realized during the beginning entirety of such period relating to such specified transaction, net of the applicable Test Period. If since amount of actual benefits realized during such period from such actions, (B) such actions are taken, committed to be taken or expected to be taken no later than 12 months after the beginning date of such Specified Transaction, (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) the aggregate amount of cost savings and synergies added pursuant to this clause (c) shall not exceed (i) 15.0% of Consolidated EBITDA for such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated (giving pro forma effect thereto to the relevant Specified Transaction (but not to any cost savings or synergies)) and (ii) when aggregated with the aggregate amount for all cash items added pursuant to clause (a)(iv)(B), (a)(vi), (a)(vii) or (a)(ix) of the definition of “Consolidated EBITDA,” 25.0% of Consolidated EBITDA for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given Period (giving pro forma effect, for purposes of determining effect to the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on relevant Specified Transaction (but not to any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Periodcost savings or synergies)). (d) The pro forma calculations permitted Notwithstanding anything to the contrary herein, when calculating the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933Consolidated Total Net Leverage Ratio, as amended applicable, on a Pro Forma Basis for purposes of Section 2.14(d)(iii)(B), 7.03(r)(i)(B) or (ii) permissible by the definition 7.03(r)(ii)(B), any Indebtedness that is incurred substantially contemporaneously therewith under any other provision of Consolidated EBITDASection 2.14 or Section 7.03 shall be disregarded.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all Consolidated EBITDA and any financial ratios or tests, including the Total Net Secured Leverage Ratio and tests Total Net Leverage Ratio, shall be calculated in the manner prescribed by this Section 1.06. 1.08; provided that notwithstanding anything to the contrary in clauses (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) or (d) of this Section 1.08, when calculating (i) the Total Net Leverage Ratio for purposes of Section 2.05(b)(i) or (ii) the Total Net Leverage Ratio and the Total Net Secured Leverage Ratio for purposes of determining actual compliance (and not pro forma compliance, compliance on a Pro Forma Basis or determining compliance giving Pro Forma Effect to a transaction) with Section 7.10, the events described in this Section 1.08 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “applicable Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio Period shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating Consolidated EBITDA and any financial test ratios or ratiotests, including the Total Net Leverage Ratio and the Total Net Secured Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Consolidated EBITDA or any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Holdings, the Company Borrower or any of their Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.08, then the Total Net Leverage Ratio, Total Net Secured Leverage Ratio and Consolidated EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower and may include, for the avoidance of doubt, the amount of “run rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, 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; provided that (A) such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Borrower), (B) such actions are taken, committed to be taken or expected to be taken within twelve (12) months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period, (D) such “run rate” costs savings, operating expense reductions and synergies added back pursuant to this Section 1.08(c) in any Test Period shall, when aggregated with the amount of any add-back to Consolidated EBITDA pursuant to clauses (a)(v), (a)(x) and (a)(xi) of the definition of the term “Consolidated EBITDA” for such period, in each case, solely to the extent such items are not otherwise permitted to be reflected on pro forma financial statements prepared in compliance with Regulation S-X, not exceed an aggregate amount equal to 20% of Consolidated EBITDA, calculated after giving effect thereto, for such Test Period determined on a Pro Forma Basis, and (E) 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). (d) In the event that Holdings, the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Net Secured Leverage Ratio and the Total Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then applicable financial test or ratio the Total Net Secured Leverage Ratio and the Total Net Leverage Ratio, as applicable, shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation same had occurred at on the beginning last day of the applicable Test Period. If any Debt Indebtedness bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has such calculation is being made had been the applicable rate for the entire Test Period, and interest on period (taking into account any Debt under a revolving credit facility computed Swap Contract applicable to such Indebtedness). Interest on a pro forma basis Capitalized Lease shall be computed 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 in accordance with GAAP or IFRS, as applicable. 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, or other rate, shall be deemed to have been based upon the average daily balance of rate actually chosen, or, if none, then based upon such Debt during optional rate chosen as the applicable Test PeriodBorrower may designate. (de) The pro forma calculations In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the Total Net Secured Leverage Ratio and the Total Net Leverage Ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA); in each 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 agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction, the Borrower or any of the Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been satisfied as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any event or transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving Pro Forma Effect 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, test or basket shall be required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDAsatisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests shall be calculated in the manner prescribed by this Section 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (ci) For purposes of calculating any financial test or ratiothe Consolidated Interest Coverage Ratio and the Consolidated Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary (A) during the applicable Test Period period in respect of which such calculations are required to be made or (B) in the case of a pro forma calculation required by this Agreement, subsequent to such Test Period period and prior to or simultaneously with the event for which the calculation of any such ratio is made on a pro forma basis (solely with respect to determining pro forma compliance for such event, and not for other purposes (including pricing) 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 in either of the foregoing attributable to any Specified Transaction) had occurred on the first day of the applicable Test Periodperiod in respect of which such calculations are required to be made. If since the beginning of any such Test Period applicable period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.03(d), then the then applicable financial test or ratio Consolidated Interest Coverage Ratio and the Consolidated Net Leverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving in accordance with this Section 1.03(d). (ii) Whenever pro forma effect thereto for is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer and in a manner reasonably acceptable to the Administrative Agent, subject, in the case of any Permitted Acquisition, to the Administrative Agent’s receipt of (x) the most recent financial statements with respect to the acquired Person or business prepared by such period as if such designation had occurred acquired Person or the seller thereof and (y) to the extent available, the most recent audited and interim unaudited financial statements with respect to the acquired Person. (iii) If at any time the Company has made an election with respect to any Limited Condition Acquisition to test a financial ratio test or condition at the beginning time of the applicable Test Period. If execution and delivery of the purchase agreement related to such Limited Condition Acquisition, then in connection with any Debt bears a floating rate subsequent calculation of interest and is being given pro forma effectany financial covenant for any purpose under this Agreement (including any basket, measurement, or for purposes of determining Section 7.11) following the pro forma Fixed Charge Coverage Ratiorelevant date of execution of the definitive agreement with respect to such Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, the interest on any such Debt financial covenant shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed required to be satisfied both (x) on a pro forma basis shall be computed based upon assuming such Limited Condition Acquisition and other transactions in connection therewith (including the average daily balance incurrence or assumption of Indebtedness) have been consummated and (y) assuming such Debt during Limited Condition Acquisition and other transactions in connection therewith (including the applicable Test Periodincurrence or assumption of Indebtedness) have not been consummated. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Consolidated Total Net Leverage Ratio, the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as 1.09. Whenever a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated)to be calculated on a pro forma basis, subsequent the reference to the end of the period of four consecutive fiscal quarters (the “Test Period”) ” for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation purposes of any such ratio is made, then calculating such financial ratio or test or ratio shall be calculated giving pro forma effect deemed to such incurrencebe a reference to, assumptionand shall be based on, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable most recently ended Test Period. (cb) For purposes of calculating any financial test ratio or ratiotest, Specified Transactions that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or and (ii) 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 PeriodPeriod (or, in the case of the determination of Total Assets, the last day). If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.09, then such financial ratio or test (or the then applicable financial test or ratio calculation of Total Assets) shall be calculated giving to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings 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 and synergies had been realized on the first day of such period and as if such cost savings and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable, quantifiable, attributable to the transaction and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Administrative Agent, and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period as if such Specified Transaction occurred at cost savings and synergies were realized during the beginning entirety of such period relating to such specified transaction, net of the applicable Test Period. If since amount of actual benefits realized during such period from such actions, (B) such actions are taken, committed to be taken or expected to be taken no later than 12 months after the beginning date of such Specified Transaction, (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) the aggregate amount of cost savings and synergies added pursuant to this clause (c) shall not exceed (i) 15.0% of Consolidated EBITDA for such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated (giving pro forma effect thereto to the relevant Specified Transaction (but not to any cost savings or synergies)) and (ii) when aggregated with the aggregate amount for all cash items added pursuant to clause (a)(iv)(B), (a)(vi), (a)(vii) or (a)(ix) of the definition of “Consolidated EBITDA,” 25.0% of Consolidated EBITDA for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given Period (giving pro forma effect, for purposes of determining effect to the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on relevant Specified Transaction (but not to any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Periodcost savings or synergies)). (d) The pro forma calculations permitted Notwithstanding anything to the contrary herein, when calculating the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933Consolidated Total Net Leverage Ratio, as amended applicable, on a Pro Forma Basis for purposes of Section 2.14(d)(iii)(B), 7.03(r)(i)(B) or (ii) permissible by the definition 7.03(r)(ii)(B), any Indebtedness that is incurred substantially contemporaneously therewith under any other provision of Consolidated EBITDASection 2.14 or Section 7.03 shall be disregarded.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests (including measurements of Consolidated Adjusted EBITDA), including the Net Senior Secured Leverage Ratio, the Total Net Leverage Ratio, Total Assets and the Interest Coverage Ratio, and compliance with covenants determined by reference to Consolidated Adjusted EBITDA or Total Assets (including any component definitions thereof), shall be calculated in the manner prescribed by this Section 1.06. 1.10; provided that, notwithstanding anything to the contrary herein, when calculating any such ratio for the purpose of the definition of Applicable Rate, any mandatory prepayment provision hereunder or compliance with Section 7.07, the events set forth in clauses (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) and (d) below that occurred subsequent to the end of the applicable Test Period (other than as specifically described in the definition of “Consolidated Adjusted EBITDA”) shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “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. (b) For purposes of calculating any financial ratio or test (including the Net Senior Secured Leverage Ratio, the Total Net Leverage Ratio and, the Interest Coverage Ratio, and any Pro Forma Transactions (and the), any incurrence or repayment of any Indebtedness in connection therewith), redemption, retirement, defeasance or extinguishment of Indebtedness or any issuance and/or offering of equity interest (including, in each case, by the Company), any investment (including any Investment) any Restricted Junior Payment, any acquisition and, any disposition (including any Disposition or Asset Sale) or any Limited Condition Transaction, or any business combination or similar transaction, or any Reorganization, in each case, that have been consummated (i)(i) during the applicable period of four (4) consecutive fiscal quarters Fiscal Quarters for which such financial ratio is being determined (the “Test Period”) for which any financial test or ratio is being calculated but prior to (ii) or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (cii) For purposes of calculating any financial test or ratio, Specified Transactions that have been made by the Company or any Restricted Subsidiary during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made made, shall be calculated on a pro forma formaform basis assuming that all such Specified Transactions Pro Forma Transactionsevents (and any increase or decreasedecreased in Consolidated Adjusted EBITDA and the component financialfinancials definitions used therein attributable to any Pro Forma Transactionsuch event) had occurred on the first day of the applicable Test Period. If since . (c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the beginning pro forma calculations shall be made in good faith by a financial or accounting Responsible Officer of the Company and may include, for the avoidance of doubt, the amount of synergies and cost savings projected by the Company from actions taken or expected to be taken during the 12-month period following the date of such Pro Forma Transaction, net of the amount of actual benefits theretofore realized during such period from such actions; provided that (i) such amounts are reasonably identifiable, quantifiable and factually supportable in the good faith judgment of the Company, (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing 95 Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such Test Period period and (iii) the aggregate amount of cost savings and synergies added pursuant to this clause (c) for any Person that subsequently became a Restricted Subsidiary or was mergedsuch period, amalgamated or consolidated together with or into the Company or any Restricted Subsidiary since the beginning addback to Consolidated Adjusted EBITDA pursuant to paragraph (f) thereof, during any such period, shall not exceed 15% of Consolidated Adjusted EBITDA for such Test Period shall have made period, calculated without giving effect to any Specified Transaction that would have required adjustment pursuant to this Section, the then applicable financial test clause (c) or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning paragraph (f) of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated Adjusted EBITDA. Nothing in this clause (c) shall limit any adjustment to Consolidated Adjusted EBITDA permitted pursuant to clause (y) of the proviso to paragraph (f) of the definition of Consolidated Adjusted EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Cash Interest Coverage Ratio and Consolidated EBITDA shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 1.06. 1.14; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) In or (e) of this Section 1.14, (A) when calculating the event that Total Net Leverage Ratio for purposes of (i) the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in definition of “Applicable Rate,” (ii) the calculation definition of any financial test or ratio “ECF Percentage” and (iii) Section 6.12 (other than Debt incurred or repaid under for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedbasket), the events described in this Section 1.14 that occurred subsequent to the end of the period applicable Test Period shall not be given pro forma effect; provided, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of four consecutive any prepayments in such fiscal quarters (year that reduced the “Test Period”amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for which any financial test or ratio is being calculated but prior fiscal year) shall be given pro forma effect after such fiscal year‑end and prior to the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any and (B) when calculating any such ratio or simultaneously with test for purposes of the event for which 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 such applicable ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Periodtest. (cb) For purposes of calculating any financial ratio or test or ratioConsolidated EBITDA, Specified Transactions (and, subject to clause (d) below, the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary (a) during the applicable Test Period or (b) 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Holdings or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.14, then such financial ratio or test or Consolidated EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 1.14; provided that with respect to any pro forma calculations to be made in connection with any acquisition or investment in respect of which financial statements for the relevant target are not available for the same Test Period for which financial statements of Holdings are available, the Borrower shall determine such pro forma calculations on the basis of the available financial statements (even if for differing periods) or such other basis as determined on a commercially reasonable basis by the Borrower. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the Borrower and may include, for the avoidance of doubt the amount of “run rate” cost savings, operating expense reductions and synergies related to any Specified Transaction (including, for the avoidance of doubt, acquisitions occurring prior to the Closing Date) that are projected by the Borrower in good faith to be realized as a result of actions that have been taken or initiated or are expected to be taken or initiated on or prior to the date that is eight fiscal quarters after the end of the relevant Test Period (including restructuring and integration charges) (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated on a Pro Forma Basis as though such cost savings had been realized on the first day of the relevant period), net of the amount of actual benefits realized from such actions (it being understood that “run rate” shall mean the full reasonably expected recurring benefit during the eight fiscal quarter period referred to above that is associated with the relevant action); provided that (A) such cost savings are factually supportable and reasonably identifiable and (B) no amounts shall be added to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period. (d) In the event that Holding or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit unless such Indebtedness has been permanently repaid and not replaced and, for the avoidance of doubt, in the event an item of Indebtedness, or Disqualified Equity Interests (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Cash Interest Coverage Ratio, Secured Net Leverage Ratio and the Total Net Leverage Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility in connection therewith), (i) during the applicable Test Period or (ii) subject to 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 applicable such financial ratio or test or ratio shall be calculated giving pro forma effect thereto for to such period 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 Cash Interest Coverage Ratio (or similar ratio), in which case such Specified Transaction incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness will be given effect as if the same had occurred at on the beginning first day of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. ). (e) If any Debt Indebtedness bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has the event for which the calculation of the Cash Interest Coverage Ratio is made had been the applicable rate for the entire Test Period, and period (taking into account any interest on any Debt under a revolving credit facility computed hedging arrangements applicable to such Indebtedness). Interest on a pro forma basis Capital Lease Obligation shall be computed deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Borrower to be the rate of interest implicit in such Capital 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 interbank offered rate, or other rate shall be determined to have been based upon the average daily balance of rate actually chosen, or if none, then based upon such Debt during optional rate chosen as the Borrower or applicable Test PeriodRestricted Subsidiary may designate. (df) The pro forma calculations permitted Notwithstanding anything to the contrary in this Section 1.14 or required in any classification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the asset sale, transfer, disposition or lease thereof has been entered into as discontinued operations, no Pro Forma Effect shall be given to be made by the Company classification thereof as discontinued operations (and the Consolidated EBITDA or any Restricted Subsidiary pursuant component thereof attributable to this Agreement any such Person, business, assets or operations shall include only those adjustments that are (inot be excluded for any purposes hereunder) permitted until such asset sale, transfer, disposition or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDAlease shall have been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Asset Coverage Ratio, shall be calculated in the manner prescribed by this Section 1.06.11.5; provided that notwithstanding anything to the contrary in clause (b), (c), (d) or (e) of this Section 11.5, (bA) In the event that the Company or when calculating any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculatedfor purposes of Section 6.1 (other than, for the avoidance of doubt, when calculating such ratio or test for purposes of Section 2.2(d)), the events described in this Section 11.5 that occurred subsequent to the end of the period applicable Test Period shall not be given pro forma effect and (B) when calculating any such ratio or test for purposes of four consecutive fiscal quarters (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 financial statements of the Borrower have been delivered pursuant to Section 4.1. For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial ratio or test or ratio is being calculated but prior to or simultaneously with for purposes of Section 6.1 (other than, for the event for which the calculation avoidance of any doubt, when calculating such ratio is madeor test for purposes of Section 2.2(d)), then such financial test or ratio each of which shall be calculated giving pro forma effect based on the financial statements delivered pursuant to such incurrence, assumption, guarantee, redemption, repayment, retirement Section 4.1(a) or extinguishment of Debt and the application of the proceeds of such Debt(b), as if applicable, for the same had occurred on the last day of the applicable relevant Test Period. (cb) For purposes of calculating any financial test ratio or ratiotest, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 11.5) that have been made by the Company or any Restricted Subsidiary (i) during the applicable Test Period or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated Net Income and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any Restricted Subsidiary of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 11.5, the then applicable such financial ratio or test or ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Periodaccordance with this Section 11.5. (c) [Reserved]. (d) The pro forma calculations permitted or required to be made by In the Company event that the Borrower or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and not replaced), (i) permitted or required by Regulation S-X under during the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA.applicable Test Period or

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, all financial ratios and tests (including the Fixed Charge Coverage Ratio, the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Credit Facility Secured Leverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.061.04. For purposes of this Agreement, 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, and shall be based on, to the “most recently ended Test Period for which internal financial statements of the Parent Borrower are available (as determined in good faith by the Parent Borrower)”. For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating the Fixed Charge Coverage Ratio for purposes of Section 7.10, which shall be based on the most recently ended Test Period for which financial statements have been (or were required to be) delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant period. (b) In the event that the Company Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio Indebtedness (other than Debt Indebtedness incurred or repaid under this Agreement (other than in respect of any test based on a calculation of Excess Availability) or any other revolving credit facility unless such Debt Indebtedness has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), replaced) subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) Period for which any such financial ratio or test or ratio is being calculated but prior to or simultaneously with the event for which the such calculation of any such ratio is being made, then such financial ratio or test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such DebtIndebtedness, as if the same had occurred on (i) the last day of the applicable Test PeriodPeriod in the case of the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Credit Facility Secured Leverage Ratio and (ii) the first day of the applicable Test Period in the case of the Fixed Charge Coverage Ratio. (c) For purposes of calculating any financial ratio or test or ratiocovenant, Specified Transactions that have been made by the Company Parent Borrower or any of the Restricted Subsidiary Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the such calculation of any such ratio is being made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test PeriodPeriod (or such other period as specified therein). If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Parent Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.04, the then any applicable financial ratio or test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations permitted shall be made in good faith by a responsible financial or required accounting officer of the Parent Borrower (including the “run-rate” cost savings and synergies resulting from such Specified Transaction that have been or are expected to be made realized (“run-rate” means the full recurring benefit for a period that is associated with any action 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 included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial ratios or tests, including during any subsequent Test Periods in which the effects thereof are expected to be realized); provided, that, (i) such amounts are reasonably identifiable, and factually supportable, are projected by the Company Parent Borrower in good faith to result from actions either taken or any Restricted Subsidiary expected to be taken within 12 months after the end of such Test Period in which such Specified Transaction occurred and, in each case, certified by the chief financial officer, chief accounting officer or treasurer (or other equivalent officer) of the Parent Borrower, (ii) no amounts shall be added pursuant to this Agreement shall include only those adjustments clause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period and (iiii) permitted or required by Regulation S-X under any increase to Consolidated EBITDA as a result of cost savings and synergies shall be subject to the Securities Act limitations set forth in clauses (b)(vi)(c) and (b)(xi) of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDA. Notwithstanding the provisions set forth in this Section 1.04(d) and in clauses (b)(vi)(c) and (b)(xi) of the definition of Consolidated EBITDA, any increase to Consolidated EBITDA pursuant to such provisions as a result of cost savings and synergies in connection with any Investments made under Section 7.02(w) shall not be subject to the EBITDA Cap set forth in clauses (b)(vi)(c) and (b)(xi) of the definition of Consolidated EBITDA and shall be included in the determination of Consolidated EBITDA prior to calculating and giving effect to the EBITDA Cap, solely to the extent reflecting (A) the removal of corporate allocations and charge-backs included in carve-out financial statements of the acquired businesses and removal of amounts paid under any transition services agreements with respect to the acquired businesses, net of (B) the addition of anticipated standalone costs upon integration of the acquired businesses into the operations of the Parent Borrower and its Restricted Subsidiaries (such adjustments, the “Specified Adjustments”); provided, that any increase to Consolidated EBITDA other than the Specified Adjustments, including as a result of cost savings and synergies relating to operational improvements and other non-ordinary course actions specifically taken or to be taken in order to achieve cost savings and synergies beyond the integration of the acquired businesses into the Parent Borrower and its Restricted Subsidiaries, shall remain subject to the EBITDA Cap as otherwise contemplated by this Section 1.04(d).

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests tests, including the Consolidated Cash Interest Coverage Ratio and the Consolidated Total Net Leverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated (whether or not the applicable provision references that such calculation is to be done on a “Pro Forma Basis” or giving “Pro Forma Effect” or any other similar phrase) in the manner prescribed by this Section 1.06. 1.07; provided that notwithstanding anything to the contrary herein, when calculating (bA) In any such ratio for the event that purpose of the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation definition of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to financeApplicable Percentage, any relevant transaction and for which any financial ratio mandatory prepayment provision hereunder or test is being calculatedcompliance with Section 8.11, the events set forth in Sections 1.07(b), 1.07(c), 1.07(d) and 1.07(e) below that occurred subsequent to the end of the period applicable Test Period shall not be given pro forma effect and (B) any such ratio or test for purposes of four consecutive fiscal quarters (the “Test Period”) for which incurrence of any financial test or ratio is being calculated but prior to or simultaneously with Indebtedness, cash and Cash Equivalents resulting from the event for which the calculation incurrence of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period.Indebtedness 64 1010279941v18 (cb) For purposes of calculating any financial ratio or test or ratiocompliance with any covenant determined by reference to Consolidated EBITDA or Total Assets, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Company or any Restricted Subsidiary consummated (i) during the applicable Test Period or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made made, in either case, shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated 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 such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.07, then such financial ratio or test (or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.07. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible 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 and synergies resulting from or relating to any Specified Transaction which is being given pro forma effect that have been realized or are expected to be realized 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 and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial 65 1010279941v18 (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Cash Interest Coverage Ratio, the Consolidated Total Net Leverage Ratio or any other financial ratio or test 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 or test is made, then applicable the Consolidated Cash Interest Coverage Ratio, the Consolidated Total Net Leverage Ratio or other financial test ratio or ratio test, as applicable, shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Cash Interest Coverage Ratio or other similar interest or fixed charge test or ratio, in which case such Specified Transaction incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment will be given effect as if the same had occurred at on the beginning first day of the applicable Test Period. If since ); provided that Indebtedness incurred, repaid or prepaid under any revolving credit facility shall be excluded from the beginning application of this clause (d) unless such incurrence, repayment or prepayment (a) shall be in connection, or substantially concurrent, with a Specified Transaction or (b) in the case of a repayment or prepayment, such Indebtedness has been permanently repaid and not replaced. (e) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of any Section in Article VIII of this Agreement (which, for purposes of Section 8.03 of this Agreement, shall be deemed to include Section 2.18 through Section 2.20 of this Agreement) that does not require compliance with a financial ratio or test (including, without limitation, the Consolidated Total Net Leverage Ratio and/or the Consolidated Cash Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”, including, for the avoidance of doubt, any grower component based on Consolidated EBITDA) substantially concurrently with any amounts incurred or transactions, in each case, entered into (or consummated) in reliance on a provision of such Test Period Section of this Agreement that requires compliance with any Restricted Subsidiary such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”), it is designated understood and agreed that (x) any Fixed Amount (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence and (y) thereafter, the incurrence of the portion of any 66 1010279941v18 (f) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenants) which is subject to a default or event of default qualifier (including any representation and warranty related thereto) or which requires the calculation of any financial ratio or test, including the Consolidated Total Net Leverage Ratio and Consolidated Cash Interest Coverage Ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA, Total Assets and baskets subject to Default and Event of Default conditions); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an Unrestricted Subsidiary “LCT Election”), the date of determination of whether any such action is permitted hereunder (or any Unrestricted Subsidiary such representation, warranty, requirement or condition therefor is redesignated complied with or satisfied (including as a Restricted Subsidiary, then such ratio to the absence of any continuing Default or Event of Default) shall be calculated giving pro forma effect thereto deemed to be the date the definitive agreements for such period Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if such designation they had occurred at the beginning of the applicable most recent Test PeriodPeriod ending prior to the LCT Test Date, the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related representations, warranties, requirements and conditions), such ratio, test or basket (and any related representations, warranties, requirements and conditions) shall be deemed to have been complied with (or satisfied). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests, baskets or requirements or conditions for which compliance was determined or tested as of the LCT Test Date are exceeded (or not satisfied) as a result of fluctuations in any such ratio, test or basket (or due to other intervening events in the case of other requirements or conditions), including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests, ratios or requirements or conditions will not be deemed to have been exceeded (or not satisfied) as a result of such fluctuations (or intervening events). If the Borrower has made an LCT Election for any Debt Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment permitted hereunder, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or 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 is consummated or the date that the definitive agreement or 67 1010279941v18 (g) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt Indebtedness shall be calculated as if the rate in effect on the date of determination has the event for which the calculation of the Consolidated Cash Interest Coverage Ratio is made had been the applicable rate for the entire Test Periodperiod (taking into account any interest hedging arrangements applicable to such Indebtedness); provided that, and in the case of repayment of any Indebtedness, to the extent actual interest on related thereto was included during all or any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance portion of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required , the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be made by the Company rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or any 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 pursuant to this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the Securities Act of 1933, as amended or (ii) permissible by the definition of Consolidated EBITDAmay designate.

Pro Forma Calculations. (a) Notwithstanding anything For purposes of determining whether any action is otherwise permitted to be taken hereunder, each of the contrary hereinGuaranteed Net Leverage Ratio, all financial ratios the Senior Secured Net Leverage Ratio and tests the Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06.as follows: (ba) In the event that the Company Borrower or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test Indebtedness or ratio (other than Debt incurred ii) issues or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred redeems Disqualified Stock or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), Preferred Stock subsequent to the end commencement of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or such ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is mademade (a “Ratio Calculation Date”), then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application Indebtedness, or such issuance or redemption of the proceeds of such DebtDisqualified Stock or Preferred Stock, as if the same had occurred on at the last day beginning of the applicable Test Periodfour-quarter period. (cb) For purposes of calculating any financial test making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or ratio, Specified Transactions that have been committed to be made by the Company or any Restricted Subsidiary pursuant to a definitive agreement) during the applicable Test Period four-quarter reference period or subsequent to such Test Period reference period and on or prior to or simultaneously with the event for which relevant Ratio Calculation Date, and other operational changes that the calculation Borrower or any of any its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such ratio is made reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Specified Transactions Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes had occurred on the first day of the applicable Test Periodfour-quarter reference period. If since the beginning of any such Test Period period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated merged with or into the Company Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this Section, the then applicable financial test or ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiarydefinition, then such ratio shall be calculated giving pro forma effect thereto for such period as if such designation Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable Test Period. If any Debt bears a floating rate four-quarter period. (c) For purposes of interest and is being given this Section 1.09, whenever pro forma effecteffect is to be given to any Investment, for purposes of determining Acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma Fixed Charge Coverage Ratio, the interest on such Debt calculations shall be calculated as if made in good faith by a responsible financial or accounting officer of the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a Borrower. Any such pro forma basis shall be computed based upon calculation may include adjustments appropriate, in the average daily balance reasonable determination of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required Borrower as set forth in an Officer’s Certificate, to be made by the Company or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that are reflect (i) permitted operating expense reductions and other operating improvements or required by Regulation S-X under synergies reasonably expected to be realizable from any acquisition, disposition, amalgamation, merger or operational change (including, to the Securities Act of 1933extent applicable, as amended or from the Transactions) and (ii) permissible by all adjustments of the nature used in connection with the calculation of “EBITDA” as set forth in footnote (6) to the “Summary Consolidated Historical and Pro Forma Financial Data” under “Summary” in the offering memorandum for the New Senior Notes to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period; provided that such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and otherwise comply with the limitations set forth in the definition of Consolidated “EBITDA”.

Pro Forma Calculations. (a) Notwithstanding anything to For purposes of calculating the contrary hereinConsolidated Fixed Charge Coverage Ratio and the Consolidated Leverage Ratio for any purpose hereunder (including Permitted Acquisitions, all financial ratios Permitted Restricted Payments, Section 2.1(c) and tests Section 8.7), such calculations shall be made on a pro forma basis as follows: (i) Consolidated Funded Indebtedness shall be calculated on the relevant date of measurement of the Consolidated Leverage Ratio (whether the last day of a Fiscal Quarter or the date of a transaction with respect to which pro forma compliance is required), but in the manner prescribed by this case of measurement in connection with any event hereunder (and not for periodic compliance with the financial covenants under Section 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated8.7), subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to all Indebtedness to be incurred or repaid on such incurrencedate (whether in connection with a Specified Transaction, assumptiona Permitted Restricted Payment, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application an increase of the proceeds of such DebtAggregate Revolving Commitments pursuant to Section 2.1(c), as if the same had occurred on the last day of the applicable Test Period.or any other transaction for which pro forma compliance is being measured); (cii) For purposes Consolidated EBITDA shall be calculated for the period of calculating four Fiscal Quarters most recently ended for which financial statements have been (or in the case of any periodic financial test or ratiocovenant compliance, are being) delivered, but giving pro forma effect to the Specified Transaction for which such measurement is being made (if any) and all other Specified Transactions (if any) that have been made by the Company or any Restricted Subsidiary occurred (A) during the applicable Test Period period in respect of which such calculations are required to be made or (B) subsequent to such Test Period period and prior to or simultaneously with the event for which the pro forma calculation of any either such ratio is being made shall be calculated on (in the case of such calculation being made for a pro forma basis Specified Transaction, Permitted Restricted Payment, increase in the Aggregate Revolving Commitments pursuant to Section 2.1(c) or other event, and not for periodic covenant compliance pursuant to Section 8.7), in each case by 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 period of four Fiscal Quarters in respect of which such calculation of Consolidated EBITDA is required to be made; and (iii) In the beginning of any such Test Period any Person event that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement or extinguishment) any Indebtedness in connection with any Specified Transaction, Permitted Restricted Subsidiary since Payment or increase in the beginning Aggregate Revolving Commitments pursuant to Section 2.1(c) (or any other transaction for which pro forma compliance is being measured) (A) during the period in respect of which such calculations are required to be made or (B) subsequent to the end of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant period and prior to this Sectionor simultaneously with the event for which the pro forma calculation of either such ratio is being made, then in each such case the then applicable financial test or ratio Consolidated Interest Charges component of the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto to such incurrence or repayment of Indebtedness (and any other incurrence or repayment of Indebtedness for which pro forma calculations have been required pursuant to this provision during such period relevant period), to the extent required, by providing that (A) any such Indebtedness incurred or assumed in connection with such transaction shall be deemed to have been incurred as if such Specified Transaction occurred at of the beginning first day of the applicable Test Period. If since period, and if such Indebtedness has a floating or formula rate of interest, shall have an implied rate of interest for the beginning applicable period for purposes of this provision determined by utilizing the rate which is or would be in effect with respect to such Test Period Indebtedness as at the relevant date of determination and (B) any Restricted Subsidiary is designated an Unrestricted Subsidiary Indebtedness repaid by the Borrower or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then (including any Person acquired) in connection with such ratio transaction shall be calculated giving pro forma effect thereto for such period as if such designation had occurred at deemed to have been so repaid on the beginning first day of the applicable Test Period. If period. (b) Whenever any Debt bears a floating rate of interest and financial covenant is being given pro forma effect, for purposes of determining the pro forma Fixed Charge Coverage Ratio, the interest on such Debt shall to be calculated as if the rate in effect on the date of determination has been the applicable rate for the entire Test Period, and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon hereunder, the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to shall be made in good faith by an Authorized Officer and in a manner reasonably acceptable to the Company Administrative Agent, subject, in the case of any Permitted Acquisition, to the Administrative Agent’s receipt of financial statements or any Restricted Subsidiary pursuant other financial data with respect to this Agreement shall include only those adjustments that are the acquired Person or business reasonably acceptable to the Administrative Agent, including (i) permitted the most recent financial statements with respect to the acquired Person or required business prepared by Regulation S-X under such acquired Person or the Securities Act of 1933, as amended or seller thereof and (ii) permissible by to the definition of Consolidated EBITDAextent available, the most recent audited and interim unaudited financial statements with respect to the acquired Person.