Common use of Pro Forma Calculations Clause in Contracts

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiariesdetermining compliance with the applicable Consolidated First Lien Net Leverage Ratio test, on a consolidated basisConsolidated Secured Net Leverage Ratio test, Consolidated Total Net Leverage Ratio test, Consolidated Total Gross Leverage Ratio test, Consolidated Interest Coverage Ratio test or Consolidated Fixed Charge Coverage Ratio test for any period (a “Test Period”), (i) if at any time from Reference Period and/or the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case permissibility of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA Applicable Transactions (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (A) during the period in respect of which such Material Acquisition calculations are required to be made or (B) other that with respect to any calculation of the financial covenants set forth in Section 7.1 and any calculation of the incurrence Consolidated First Lien Net Leverage Ratio for purposes of the Applicable Pricing Grid, subsequent to such period and prior to or assumption simultaneously with the event for which the calculation of any such Indebtednessratio test is made on a pro forma basis (solely with respect to determining pro forma compliance for such event) shall be calculated on a pro forma basis assuming that all such Applicable Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used in either of the foregoing attributable to any Applicable Transaction) had occurred on the first day of the period in respect of which such Test Period; and (iii) if during such Test Period calculations are required to be made. If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition or Material Acquisition Applicable Transaction that would have required an adjustment pursuant to clause (i) this Section 1.4, then the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Consolidated Total Gross Leverage Ratio, Consolidated Interest Coverage Ratio test or (ii) above if made by Borrower or a Restricted Subsidiary during such Test PeriodConsolidated Fixed Charge Coverage Ratio, Annualized EBITDA of Borrower and its Restricted Subsidiariesas applicable, on a consolidated basis, for such Test Period shall be calculated after giving to give pro forma effect thereto in accordance with this Section 1.4. Notwithstanding anything to the contrary herein, but subject to Sections 1.2(f) and (i) and 1.3, all financial ratios and tests (including any Consolidated First Lien Net Leverage Ratio test, Consolidated Secured Net Leverage Ratio test, Consolidated Total Net Leverage Ratio test, Consolidated Total Gross Leverage Ratio test, Consolidated Interest Coverage Ratio test or Consolidated Fixed Charge Coverage Ratio test, as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition applicable and determining the amount of income or earnings related thereto, the Consolidated Net Income and Consolidated EBITDA) contained in this Agreement that are calculated with respect to any Reference Period during which any Applicable Transaction occurs shall be calculated with respect to such Reference Period and such Applicable Transaction on a pro forma calculations shall be determined basis in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection accordance with any determination of Annualized EBITDAthis Section 1.4.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period (a “Pro Forma Period”) commencing on the first day of such Test Period and ending on the last day date which is ten days prior to the date of delivery of the Compliance Certificate in respect of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Pro Forma Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Pro Forma Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Pro Forma Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Pro Forma Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.. SECTION 2 THE REVOLVING COMMITMENTS AND EXTENSIONS OF CREDIT

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, the Financial Covenants for any fiscal period (a “Test Reference Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA all purposes in this Agreement, Specified Transactions (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (a) during such Material Acquisition Reference Period or (b) subsequent to such Reference Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio is made on a pro forma basis 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 in either of the foregoing attributable to any Specified Transaction) had occurred on the first day of such Test Reference Period; . If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date such calculation is being made had been the applicable rate for the entire period (iii) if during taking into account any Hedging Agreement applicable to such Test Period Indebtedness). Interest on Capital Lease Obligations shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of Administrative Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. If, since the beginning of any applicable Reference Period, any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into any Borrower or any Restricted Subsidiary of its Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.10, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period then the Financial Covenants shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Periodin accordance with this Section 1.10. For the purposes of this section, whenever Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDAAdministrative Borrower based upon amounts that are reasonably identifiable and factually supportable.

Pro Forma Calculations. For the purposes of calculating Annualized Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period of four consecutive fiscal quarters most recently ended (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of during such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or Disposition, at any time during the designation period commencing on the first day of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, such Test Period and ending on the date such Material Disposition or Material Acquisition designation is consummated after giving effect thereto), made) the Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Annualized Consolidated EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized Consolidated EBITDA (if negative) for such Test Period attributable to such assets; (ii) if at any time during such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, at any time during the period commencing on the first day of such Test Period and ending on the date such designation is made) the Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if at any time during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by the Borrower or a Restricted Subsidiary during such Test Period, Annualized Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of the Borrower. Comparable adjustments shall be made in connection with any determination of Annualized Consolidated EBITDA.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “"Test Period”"), (i) if at any time from the period (a "Pro Forma Period") commencing on the first day of such Test Period and ending on the last day date which is ten days prior to the date of delivery of the Compliance Certificate in respect of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated consummated, after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets, and Annualized Interest Expense for such Test Period shall be reduced by an amount equal to the Annualized Interest Expense for such Test Period attributable to any Indebtedness of Borrower or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged in connection with such Material Disposition (or, if the capital stock of any Restricted Subsidiary is sold (pursuant to a merger or otherwise), the Annualized Interest Expense for such Test Period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent Borrower and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Material Disposition); (ii) if during such Test Pro Forma Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Pro Forma Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Pro Forma Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Pro Forma Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and Acquisition, the amount of income or earnings related theretothereto and the amount of Annualized Interest Expense associated with any Indebtedness discharged or incurred in connection therewith, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. If any Indebtedness bears a floating rate of interest and the incurrence or assumption thereof is being given pro forma effect, the Annualized Interest Expense on such Indebtedness shall be calculated as if the rate in effect on the last day of the relevant Pro Forma Period had been the applicable rate for the entire relevant Test Period (taking into account any interest rate protection agreement applicable to such Indebtedness if such interest rate protection agreement has a remaining term in excess of 12 months). Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.. SECTION 2 THE REVOLVING COMMITMENTS AND EXTENSIONS OF CREDIT

Pro Forma Calculations. For With respect to any applicable period during which any acquisition (other than acquisitions in the purposes ordinary course of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”business), Investment (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition other than intercompany Investments between or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), among Borrower or any Restricted Subsidiary shall have made any Material Dispositionor Investments in the ordinary course of business), disposition, merger or similar event occurs as permitted pursuant to the terms hereof, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period financial covenants set forth in Section 6.7 shall be calculated after giving with respect to such period and such acquisition, Investment, disposition, merger or similar event on a “pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) basis” as if such Material Acquisition (and the incurrence acquisition, investment, disposition, merger or assumption of any such Indebtedness) similar event occurred on the first day of such Test Periodperiod. Pro forma calculations made pursuant to this Section 1.3 shall be made in good faith by an Authorized Officer of the Borrower and may include, for the avoidance of doubt, the amount of cost savings and synergies projected by the Borrower in good faith to be realizable within 12 months after the consummation of the relevant transaction; provided that (i) increases to Consolidated Adjusted EBITDA shall be limited to cost savings and (iii) if during such Test Period any Person synergies for relevant transactions that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiary since Subsidiaries have determined to consummate or have consummated, which cost savings and synergies are either (x) permitted by Regulation S-X of the beginning of such Test Period shall have entered into any Material Disposition Exchange Act or Material Acquisition that would have required are (y) quantifiable, factually supportable, reasonably identifiable and supported by an adjustment pursuant officer’s certificate delivered to clause (i) or the Administrative Agent, (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower cost savings and its Restricted Subsidiaries, on a consolidated basis, for such Test Period synergies shall be calculated after giving on a pro forma effect thereto basis as if though such Material Disposition or Material Acquisition occurred cost savings and synergies had been realized on the first day of such Test Period. For period and as if such cost savings and synergies were realized during the purposes entirety of this sectionsuch period, whenever pro forma effect is to (iii) such cost savings and synergies shall be given to a Material Disposition or Material Acquisition and calculated net of the amount of income actual benefits realized during the relevant applicable period from such actions; (iv) any increase in Consolidated Adjusted EBITDA in respect of such cost savings and synergies shall not, together with the amount by which Consolidated Adjusted EBITDA is increased pursuant to clause (xiii) of the definition of “Consolidated Adjusted EBITDA,” exceed in the aggregate fifteen percent (15%) of Consolidated Adjusted EBITDA (calculated without giving effect to this clause or earnings related thereto, Section 1.3) and (v) the pro forma calculations effect of any such cost savings and synergies shall be determined without duplication of any other increase to Consolidated Adjusted EBITDA pursuant to this Section or any of the provisions of the definition thereof. Any financial ratios required to be satisfied in good faith by order for a Responsible Officer of Borrower. Comparable adjustments specific action to be permitted under this Agreement shall be made in connection calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with any determination of Annualized EBITDAa rounding-up if there is no nearest number).

Pro Forma Calculations. (a) For the purposes of calculating Annualized determining the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”such ratios), Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, dispositions, mergers, amalgamations, consolidations and disposed operations (ias determined in accordance with GAAP) if at that have been made by Arrow Bidco or any time from of the period commencing on the first day of Restricted Subsidiaries during a Test Period or subsequent to such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required or prior to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Dispositionthat the Total Net Leverage Ratio, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to Secured Net Leverage Ratio, the Annualized EBITDA (if positive) for such Test Period attributable to Consolidated Total Assets and the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Consolidated Fixed Charge Coverage Ratio is being tested shall be calculated after giving on a pro forma effect thereto (including the incurrence basis assuming that all such Investments, Dividends, prepayments, repurchases, redemptions or assumption defeasance of any Indebtedness in connection therewith) as if such Material Acquisition Indebtedness, acquisitions, dispositions, mergers, amalgamations consolidations and disposed operations (and the incurrence or assumption of change in any such Indebtednessassociated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of such the Test Period; and (iii) if during . If since the beginning of such Test Period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into Borrower Arrow Bidco or any of the Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition Investment, Dividends, prepayments, repurchases, redemptions or Material Acquisition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation that would have required an adjustment pursuant to clause the preceding sentence, then the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (iincluding Consolidated EBITDA and the other components of such ratios) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto for such period as if such Material Disposition Investment, Dividends, prepayments, repurchases, redemptions or Material Acquisition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred on at the first day beginning of such the Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at the Interest Coverage Ratio and the Consolidated Fixed Charge Coverage Ratio, upon the occurrence of any time from Permitted Acquisition, and (ii) the period commencing on Consolidated Fixed Charge Coverage Ratio, upon the first day occurrence of such Test Period and ending on the last day of such Test Period (orany Significant Asset Sale or any action or proposed action pursuant to Payment Conditions, in each case, the applicable calculation shall be made with respect to the applicable period (and, to the extent applicable, subsequent periods) on a pro forma basis after giving effect to such Permitted Acquisition, Significant Asset Sale or action or proposed action pursuant to Payment Conditions, as the case of any pro forma calculation required to may be made pursuant hereto (including, without duplication, in respect of any Permitted Acquisition (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the designation Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings (net of continuing associated expenses) to the extent such cost savings are factually supportable and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition, provided that such cost savings shall be set forth in a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation reasonably detailed certificate of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect theretoAuthorized Officer of Holdings), Borrower or any Restricted Subsidiary shall have made any Material Dispositionusing, for purposes of making such calculations, the Annualized EBITDA for such Test Period historical financial statements of all entities or assets so acquired or to be acquired and the consolidated financial statements of Holdings and its Subsidiaries, which shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) reformulated as if such Material Permitted Acquisition (or Significant Asset Sale, and any other Permitted Acquisitions or Significant Asset Sales that have been consummated during the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since period, had been consummated at the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodperiod. In addition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, solely for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this sectiondetermining the Consolidated Fixed Charge Coverage Ratio, whenever pro forma effect is to be given to a Material Disposition any Indebtedness incurred or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made repaid in connection with any determination Permitted Acquisition or Significant Asset Sale and any other Permitted Acquisitions or Significant Asset Sales that have been consummated during the period shall be assumed to have been incurred or repaid at the beginning of Annualized EBITDAsuch period.

Pro Forma Calculations. (a) For the purposes of calculating Annualized determining the Interest Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”such ratios), (i) if at any time from the period commencing on the first day Investments, Dividends, prepayments, repurchases, redemptions or defeasance of such Test Period and ending on the last day of such Test Period (orIndebtedness, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisitionor an Unrestricted Subsidiary, ending on the date such Material Disposition incurrence or Material Acquisition is consummated after giving effect theretorepayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), Borrower acquisitions, dispositions, mergers, amalgamations, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by WS or any of the Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for Subsidiaries during a Test Period or subsequent to such Test Period shall be reduced by an amount equal and on or prior to the Annualized EBITDA (if positive) for such Test Period attributable to date that the assets which are Interest Coverage Ratio, the subject of such Material Disposition or increased by an amount equal to Total Net Leverage Ratio, the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower Consolidated Total Assets and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Consolidated Fixed Charge Coverage Ratio is being tested shall be calculated after giving on a pro forma effect thereto basis assuming that all such Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, dispositions, mergers, amalgamations consolidations and disposed operations (including and, for the incurrence or assumption avoidance of doubt, the change in any Indebtedness in connection therewith) as if such Material Acquisition (associated fixed charge obligations and the incurrence or assumption of any such Indebtednesschange in Consolidated EBITDA resulting therefrom) had occurred on the first day of such the Test Period; provided, that, in the case of Dividends described in clause (y) of the definition “Dividends” and Unfinanced Capital Expenditures, to the extent that any such anticipated Dividends or Unfinanced Capital Expenditures (iiias applicable) if during to be made in any given period are, in the good faith judgment of the Administrative Borrower, lower than historical or previously budgeted amounts for such Dividends and Unfinanced Capital Expenditures (as applicable), pro forma effect is to be given with respect to the entire Test Period taking into account the newly anticipated amounts of such Dividends and Unfinanced Capital Expenditures (as applicable) in each case, as reasonably determined by a responsible financial or accounting officer of the Administrative Borrower; provided, further, that, notwithstanding the immediately preceding proviso, to the extent that any such Dividends that were actually made in any given period are greater than historical or previously budgeted or anticipated amounts for such Dividends, any such difference between any such Dividends that were actually made in such given period and historical or previously budgeted or anticipated amounts for such Dividends shall be taken into account for purposes of determining the Consolidated Fixed Charge Coverage Ratio, with respect to the immediately succeeding Test Period by including the difference between such historical or previously budgeted or anticipated amounts and such actual amounts in such calculations. If since the beginning of such Test Period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into Borrower WS or 95 any of the Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition Investment, Dividends, prepayments, repurchases, redemptions or Material Acquisition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation that would have required an adjustment pursuant to clause the preceding sentence, then the Interest Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (iincluding Consolidated EBITDA and the other components of such ratios) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto for such period as if such Material Disposition Investment, Dividends, prepayments, repurchases, redemptions or Material Acquisition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred on at the first day beginning of such the Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a #91177345v6 consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. For (a) Notwithstanding anything to the purposes contrary herein, the Secured Leverage Ratio, the Total Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of calculating Annualized EBITDA Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of Borrower and its Restricted Subsidiaries, on a consolidated basis, business for any period (a “Test Period”working capital purposes), (i) if at any time from subsequent to the period commencing on end of the first day of such Test Period for which the Secured Leverage Ratio and ending the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio, the Total Leverage Ratio and the Fixed Charge Coverage Ratio, Specified Transactions that have been made by the Company or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period (or, in and prior to or simultaneously with the case event for which the calculation of any pro forma calculation required to be such ratio is made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving on a pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if basis assuming that all such Material Acquisition Specified Transactions (and the incurrence or assumption of any such Indebtednesschange in Consolidated EBITDA resulting therefrom) had occurred on the first day of such the applicable Test Period; and (iii) if during . If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into Borrower the Company or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section, Annualized EBITDA of Borrower then the Secured Leverage Ratio, the Total Leverage Ratio and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto for such period as if such Material Disposition or Material Acquisition Specified Transaction occurred on at the first day beginning of such the applicable Test Period. For (d) In the purposes event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of this sectionFixed Charges, whenever as the case may be (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) or issues or redeems Disqualified Equity Interests, subsequent to the commencement of the Test Period but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretosuch incurrence, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.assumption, guarantee, redemption, repayment,

Pro Forma Calculations. For the purposes of calculating Annualized Adjusted EBITDA, Consolidated Total Assets and any financial ratios or tests, including the ratio of Net Funded Secured Debt to Adjusted EBITDA, Total Net Funded Debt to Adjusted EBITDA of Borrower and its Restricted Subsidiariescompliance with covenants determined by reference to Adjusted EBITDA or Consolidated Total Assets, on a consolidated basisMunicipal Waste Contracts and Put-or-Pay Agreements that have been entered into and , for any period Specified Transactions that have been made and Sustainability Projects (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made, in each case, (i) during the applicable period or (ii) subsequent to such Material Acquisition period and prior to or simultaneously with the event for which the calculation of Adjusted EBITDA, Consolidated Total Assets or any such ratio is made shall be calculated on a pro forma basis (x) assuming that all such Municipal Waste Contracts and Put-or-Pay Agreements shall have been entered into and all such Specified Transactions had occurred or Sustainability Projects were in existence (and any increase or decrease in Adjusted EBITDA and Consolidated Total Assets and the incurrence component financial definitions used therein attributable to any Specified Transaction or assumption of any such IndebtednessSustainability Project) had occurred on the first day of such Test Period; the applicable period and (iiiy) if during including projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Test Period Municipal Waste Contracts and , Put-or-Pay Agreements or Sustainability Projects. If since the beginning of any applicable period (i) any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Canadian Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into any Material Disposition Municipal Waste Contract or Material Acquisition Put-or-Pay Agreements or , made any Specified Transaction or have a Sustainability Project that would have required an adjustment pursuant to clause (i) this section or (ii) above if made by Borrower or any Sustainability Entity since the beginning of such period shall have a Restricted Subsidiary during such Test PeriodSustainability Project, Annualized then the financial ratios, Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Consolidated Total Assets shall be calculated after giving to give pro forma effect thereto as if in accordance with this Section 1.7. For greater certainty, with respect to adjustments to Adjusted EBITDA with respect to any Municipal Waste Contract or Put-or-Pay Agreement, (a) Projected Run Rate EBITDA shall be used for each 12-month period commencing on the later of (1) the date of execution of the contract and (2) nine months and one day prior to the Service Commencement Date and ending on that date which is three months after the Service Commencement Date, (b) for any 12-month period ending more than three months after the Service Commencement Date but not more than 15 months after the Service Commencement Date, actual EBITDA generated by and attributable to the relevant contract shall be included for each month which is more than three months after the Service Commencement Date and Projected Run Rate EBITDA, pro-rated for the balance of the relevant 12-month period, shall be used for each month in such Material Disposition or Material Acquisition occurred period ended on the last day of the third month after the Service Commencement Date (such that Adjusted EBITDA determined at the end of the fourth month following the Service Commencement Date shall be the sum of actual EBITDA for such fourth month plus 11/12 of the 12-month Projected Run Rate EBITDA), and (c) for any 12-month period ending more than 15 months after the Service Commencement Date, only actual EBITDA shall be used and there shall be no adjustment with respect to the relevant contract. To avoid duplication, the actual EBITDA generated during the 12-month period ending three months after the Service Commencement Date shall be deducted from the calculation of Adjusted EBITDA for the relevant contract. For greater certainty, with respect to adjustments to Adjusted EBITDA with respect to any Sustainability Project, (a) Projected Run Rate EBITDA shall be used for the four fiscal quarter period commencing on the first day of the fiscal quarter in which the applicable Commercial Operations Date occurs provided that actual EBITDA generated by and attributable to the relevant Sustainability Project shall be included for each month for which commercial operations are conducted commencing with the first month in the first full fiscal quarter following the Commercial Operations Date and Projected Run Rate EBITDA, adjusted for the balance of the relevant four fiscal quarter period, shall be used for each other month in such Test Periodperiod (such that if the Commercial Operations Date occurs on the last day of the first month of a fiscal quarter, then (i) Adjusted EBITDA determined at the end of such fiscal quarter shall be the 12-month Projected Run Rate EBITDA, (ii) Adjusted EBITDA determined at the end of the next following fiscal quarter (being the first full fiscal quarter following the Commercial Operations Date) shall be the sum of actual EBITDA for such fiscal quarter plus the last nine months of the 12-month Projected Run Rate EBITDA, (iii) Adjusted EBITDA determined at the end of the next following fiscal quarter shall be the sum of actual EBITDA for the two fiscal quarters then ended plus the last six months of the 12-month Projected Run Rate EBITDA, and (iv) Adjusted EBITDA determined at the end of the next following fiscal quarter shall be the sum of actual EBITDA for the three fiscal quarters then ended plus the last three months of the 12-month Projected Run Rate EBITDA), and (b) thereafter, only actual EBITDA shall be used and there shall be no adjustment with respect to the relevant Sustainability Project, the foregoing as illustrated in the example set for in Schedule 1.7, provided that for each of paragraphs (a) and (b) up to a maximum of 80% of the proportionate equity share of Projected Run Rate EBITDA in respect of the applicable Sustainability Project may be included in Adjusted EBITDA for the applicable period. For Whenever Subject to the purposes of this sectionparagraph immediately below with respect to Sustainability Projects, whenever pro forma effect is to be given to a Material Disposition Municipal Waste Contract, a Put-or-Pay Agreement or Material Acquisition and the amount of income , a Specified Transaction or earnings related theretoa Sustainability Project, the pro forma calculations shall be determined made in good faith by a Responsible Officer of the Canadian Borrower and may include, for the avoidance of doubt, (x) projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Municipal Waste Contracts and , Put-or-Pay Agreements or Sustainability Projects and (y) the amount of “run rate” cost savings, operating expense reductions, restructuring charges and expenses and cost synergies projected by the Canadian Borrower in good faith to be realized as a result of specified actions taken or committed 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 cost synergies were realized during the entirety of such period) relating to such Municipal Waste Contract or , Put-or-Pay Agreement or Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken or committed 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) with respect to clause (y) above, such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Canadian Borrower. Comparable adjustments ), (B) with respect to clause (y) above, such actions are taken or committed to be taken no later than eighteen (18) months after the date of such Specified Transaction or entry into such Municipal Waste Contract, (C) no amounts shall be added pursuant to this Section 1.1.6.1 1.7 to the extent duplicative of any amounts that are otherwise added back in computing Adjusted 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, amounts to be included in pro forma calculations pursuant to this section may be included in periods in which the Municipal Waste Contract or , Put-or-Pay Agreement or , Specified Transaction or Sustainability Project to which such amounts relate to is no longer being given pro forma effect pursuant to this section. In addition, for pro forma calculations with respect to any Sustainability Project, the following shall apply: (x) the pro forma adjustments referred to in the paragraph immediately above may be made commencing on the Commercial Operations Date for such Sustainability Project, (y) a commodity price index mutually agreeable to the Canadian Borrower and the Administrative Agent, acting reasonably, shall be used for the applicable commodity to which such Sustainability Project relates, it being agreed that for renewable natural gas the following are acceptable indices: “RIN” from the “Oil Price Information Service” or “Brown Gas” from “Bloomberg”, and (z) the aggregate amount of Adjusted EBITDA for all Sustainability Entities referred to in connection subsection (ii) of such definition included in any period pursuant to this Agreement shall not exceed an amount equal to 5.0% of the Adjusted EBITDA of the Canadian Borrower for the same period. In the event that the Canadian Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge, escrow or similar arrangements) any Indebtedness included in the calculations of the ratio of Net Funded Secured Debt to Adjusted EBITDA (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable period or (ii) subsequent to the end of the applicable period and prior to or simultaneously with the event for which the calculation of any determination such ratio is made, then the ratio of Annualized EBITDANet Funded Secured Debt to Adjusted EBITDA 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 period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date such calculation is being made had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness). Interest on Financial Leases and Other Leases shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Canadian Borrower to be the rate of interest implicit in such Financial Lease or Other Lease, as applicable, 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 rate actually chosen, or, if none, then based upon such optional rate chosen as the Canadian Borrower may designate. 77 It is expressly understood and agreed that pro forma adjustments and calculations need not be prepared in compliance with Regulation S-X; provided that, to the extent any pro forma adjustments pursuant to this Section 1.1.6 are not in compliance with Regulation S-X, the aggregate amount of such add-backs to Adjusted EBITDA shall be subject to the 20% limitation set forth in Section 1.1.6.1.9.

Pro Forma Calculations. For the purposes of calculating Annualized Adjusted EBITDA, Consolidated Total Assets and any financial ratios or tests, including the ratio of Net Funded Secured Debt to Adjusted EBITDA, Total Net Funded Debt to Adjusted EBITDA of Borrower and its Restricted Subsidiariescompliance with covenants determined by reference to Adjusted EBITDA or Consolidated Total Assets, on a consolidated basis, for any period Municipal Waste Contracts and Put- or-Pay Agreements that have been entered into and Specified Transactions (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made, in each case, (i) during the applicable period or (ii) subsequent to such Material Acquisition period and prior to or simultaneously with the event for which the calculation of Adjusted EBITDA, Consolidated Total Assets or any such ratio is made shall be calculated on a pro forma basis (x) assuming that all such Municipal Waste Contracts and Put-or-Pay Agreements shall have been entered into and all such Specified Transactions (and any increase or decrease in Adjusted EBITDA and Consolidated Total Assets and the incurrence or assumption of component financial definitions used therein attributable to any such IndebtednessSpecified Transaction) had occurred on the first day of such Test Period; the applicable period and (iiiy) if during including projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Test Period Municipal Waste Contracts and Put-or-Pay Agreements. If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Canadian Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into any Material Disposition Municipal Waste Contract or Material Acquisition Put-or-Pay Agreements or made any Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis section, Annualized then the financial ratios, Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Consolidated Total Assets shall be calculated after giving to give pro forma effect thereto as if such Material Disposition in accordance with this Section 1.7. For greater certainty, with respect to adjustments to Adjusted EBITDA with respect to any Municipal Waste Contract or Material Acquisition occurred Put-or-Pay Agreement, (a) Projected Run Rate EBITDA shall be used for each 12-month period commencing on the first later of (1) the date of execution of the contract and (2) nine months and one day prior to the Service Commencement Date and ending on that date which is three months after the Service Commencement Date, (b) for any 12-month period ending more than three months after the Service Commencement Date but not more than 15 months after the Service Commencement Date, actual EBITDA generated by and attributable to the relevant contract shall be included for each month which is more than three months after the Service Commencement Date and Projected Run Rate EBITDA, pro-rated for the balance of the relevant 12-month period, shall be used for each month in such period ended on the last day of the third month after the Service Commencement Date (such Test Periodthat Adjusted EBITDA determined at the end of the fourth month following the Service Commencement Date shall be the sum of actual EBITDA for such fourth month plus 11/12 of the 12-month Projected Run Rate EBITDA), and (c) for any 12-month period ending more than 15 months after the Service Commencement Date, only actual EBITDA shall be used and there shall be no adjustment with respect to the relevant contract. For To avoid duplication, the purposes actual EBITDA generated during the 12-month period ending three months after the Service Commencement Date shall be deducted from the calculation of this section, whenever Adjusted EBITDA for the relevant contract. Whenever pro forma effect is to be given to a Material Disposition Municipal Waste Contract, a Put-or-Pay Agreement or Material Acquisition and the amount of income or earnings related theretoa Specified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer of the Canadian Borrower and may include, for the avoidance of doubt, (x) projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Municipal Waste Contracts and Put-or-Pay Agreements and (y) the amount of “run rate” cost savings, operating expense reductions, restructuring charges and expenses and cost synergies projected by the Canadian Borrower in good faith to be realized as a result of specified actions taken or committed 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 cost synergies were realized during the entirety of such period) relating to such Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken or committed 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) with respect to clause (y) above, such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Canadian Borrower. Comparable adjustments ), (B) with respect to clause (y) above, such actions are taken or committed to be taken no later than eighteen (18) months after the date of such Specified Transaction or entry into such Municipal Waste Contract, (C) no amounts shall be added pursuant to this Section 1.1.6.1 to the extent duplicative of any amounts that are otherwise added back in computing Adjusted 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, amounts to be included in pro forma calculations pursuant to this section may be included in periods in which the Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to this section. In the event that the Canadian Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge, escrow or similar arrangements) any Indebtedness included in the calculations of the ratio of Net Funded Secured Debt to Adjusted EBITDA (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable period 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 the ratio of Net Funded Secured Debt to Adjusted EBITDA 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 period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date such calculation is being made had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness). Interest on Financial Leases and Other Leases shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Canadian Borrower to be the rate of interest implicit in connection such Financial Lease or Other Lease, as applicable, 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 rate actually chosen, or, if none, then based upon such optional rate chosen as the Canadian Borrower may designate. It is expressly understood and agreed that pro forma adjustments and calculations need not be prepared in compliance with Regulation S-X; provided that, to the extent any determination pro forma adjustments pursuant to this Section 1.1.6 are not in compliance with Regulation S-X, the aggregate amount of Annualized EBITDAsuch add-backs to Adjusted EBITDA shall be subject to the 20% limitation set forth in Section 1.1.6.1.9.

Pro Forma Calculations. For With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition or Significant Asset Sale occurs, each of the Leverage Ratio and the Secured Leverage Ratio shall, for all purposes set forth herein, be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or Significant Asset Sale (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings (net of continuing associated expenses) to the extent such cost savings are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following any such Permitted Acquisition; provided that at the election of Parent, such pro forma adjustment shall not be required to be determined for any Permitted Acquisition if the aggregate consideration paid in connection with such acquisition is less than $100,000,000; provided further that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of Parent), using, for purposes of calculating Annualized EBITDA making such calculations, the historical financial statements of Parent, the Borrower and its Restricted Subsidiariesthe Subsidiaries which shall be reformulated as if such Permitted Acquisition or Significant Asset Sale, on a consolidated basisand any other Permitted Acquisitions and Significant Asset Sales that have been consummated during the period, for any period (a “Test Period”), (i) if at any time from the period commencing had been consummated on the first day of such Test Period period. In addition, solely for purposes of determining whether a Specified Transaction is permitted hereunder (including whether such Specified Transaction would result in a Default or Event of Default and ending on whether the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition Leverage Ratio Condition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect theretoSecured Leverage Ratio Condition would be met), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to Leverage Ratio and the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Secured Leverage Ratio shall be calculated after giving on a pro forma effect thereto (including basis as provided in the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDApreceding sentence.

Pro Forma Calculations. (a) For the purposes of calculating Annualized determining the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”such ratios), Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, dispositions, mergers, amalgamations, consolidations and disposed operations (ias determined in accordance with GAAP) if at that have been made by WS International or any time from of the period commencing on the first day of Restricted Subsidiaries during a Test Period or subsequent to such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required or prior to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Dispositionthat the Total Net Leverage Ratio, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to Secured Net Leverage Ratio, the Annualized EBITDA (if positive) for such Test Period attributable to Consolidated Total Assets and the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Consolidated Fixed Charge Coverage Ratio is being tested shall be calculated after giving on a pro forma effect thereto (including the incurrence basis assuming that all such Investments, Dividends, prepayments, repurchases, redemptions or assumption defeasance of any Indebtedness in connection therewith) as if such Material Acquisition Indebtedness, acquisitions, dispositions, mergers, amalgamations consolidations and disposed operations (and the incurrence or assumption of change in any such Indebtednessassociated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of such the Test Period; and (iii) if during . If since the beginning of such Test Period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into Borrower WS International or any of the Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition Investment, Dividends, prepayments, repurchases, redemptions or Material Acquisition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation that would have required an adjustment pursuant to clause the preceding sentence, then the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (iincluding Consolidated EBITDA and the other components of such ratios) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto for such period as if such Material Disposition Investment, Dividends, prepayments, repurchases, redemptions or Material Acquisition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred on at the first day beginning of such the Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. For With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition, Significant Asset Sale or Spinout Transaction occurs, each of the Leverage Ratio and the Secured Leverage Ratio shall, for all purposes set forth herein, be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition, Significant Asset Sale or Spinout Transaction (and any related repayment of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings (net of continuing associated expenses) to the extent such cost savings are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following any such Permitted Acquisition; provided that at the election of Parent, such pro forma adjustment shall not be required to be determined for any Permitted Acquisition if the aggregate consideration paid in connection with such acquisition is less than $100,000,000; provided further that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of Parent), using, for purposes of calculating Annualized EBITDA making such calculations, the historical financial statements of Parent, the Borrower and its Restricted Subsidiariesthe Subsidiaries which shall be reformulated as if such Permitted Acquisition, on a consolidated basis, for any period Significant Asset Sale or Spinout Transaction (a “Test Period”and related repayment of Indebtedness), and any other Permitted Acquisitions, Significant Asset Sales and Spinout Transactions (iand related repayment of Indebtedness) if at any time from that have been consummated during the period commencing period, had been consummated on the first day of such Test Period period. In addition, solely for purposes of determining whether a Specified Transaction is permitted hereunder (including whether such Specified Transaction would result in a Default or Event of Default and ending on whether the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition Leverage Ratio Condition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect theretoSecured Leverage Ratio Condition would be met), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to Leverage Ratio and the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Secured Leverage Ratio shall be calculated after giving on a pro forma effect thereto (including basis as provided in the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDApreceding sentence.

Pro Forma Calculations. For With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition, other acquisition permitted pursuant to Section 6.04, Significant Asset Sale or Spinout Transaction occurs, the Secured Net Leverage Ratio and, without duplication, Consolidated EBITDA shall, for all purposes set forth herein (other than for purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiariesthe Consolidated Fixed Charge Coverage Ratio), be calculated with respect to such period on a consolidated basispro forma basis after giving effect to such Permitted Acquisition, acquisition, Significant Asset Sale, Transaction or Spinout Transaction (and any related repayment of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, (b) pro forma adjustments for designation of any period Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a Subsidiary in accordance with the definition of “Unrestricted Subsidiary” (a “Test PeriodSubsidiary Designation”), and (ic) if at pro forma adjustments for cost savings and synergies (net of continuing associated expenses) to the extent such cost savings and synergies are reasonably identifiable, reasonably supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following any time from the period commencing such Permitted Acquisition or acquisition (which cost savings and synergies shall be calculated on a pro forma basis as though they had been realized on the first day of such Test Period and ending on period); provided that at the last day election of Parent, such Test Period (or, in the case of any pro forma calculation adjustment shall not be required to be made pursuant hereto determined for any Permitted Acquisition or other acquisition if the aggregate consideration paid in respect of the designation connection with such acquisition is less than $100,000,000; provided further that all such adjustments shall be set forth in a reasonably detailed certificate of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation Financial Officer of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Parent), assuming, for purposes of making such calculations, such Permitted Acquisition, ending on the date such Material Disposition Subsidiary Designation, acquisition permitted pursuant to Section 6.04, Significant Asset Sale or Material Acquisition is consummated after giving effect theretoSpinout Transaction (and related repayment of Indebtedness), Borrower or and any Restricted Subsidiary shall have made any Material Dispositionother Permitted Acquisitions, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower Significant Asset Sales and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition Spinout Transactions (and the incurrence or assumption related repayment of any such Indebtedness) occurred that have been consummated during the period, had been consummated on the first day of such Test Periodperiod; provided, further, that the aggregate amount added to or included in Consolidated EBITDA above in respect of synergies for any period of four consecutive fiscal quarters shall not exceed an amount equal to 10% of Consolidated EBITDA, calculated on a pro forma basis in accordance with this Section 1.03 after giving effect to such addition and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning other prior additions in respect of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment period pursuant to clause this Section 1.03. In addition, solely for purposes of determining whether a Specified Transaction is permitted hereunder (i) including whether such Specified Transaction would result in a Default or (ii) above if made by Borrower or a Restricted Subsidiary during such Test PeriodEvent of Default and whether the Secured Net Leverage Ratio Condition would be met), Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Secured Net Leverage Ratio shall be calculated after giving on a pro forma effect thereto basis as if such Material Disposition or Material Acquisition occurred on provided in the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDApreceding sentence.

Pro Forma Calculations. For With respect to any period during which the Transactions or any Specified Transaction occurs, for purposes of calculating Annualized EBITDA of Borrower determining the prepayments required pursuant to Section 2.11(d) and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto Applicable Margin in respect of such period, calculation of the designation First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Total Assets, Total Net Leverage Ratio and Senior Secured Net Leverage Ratio or for any other purpose hereunder (or determination of whether a Restricted Subsidiary as an Unrestricted Subsidiary Default or Event of Default has occurred and is continuing), with respect to such period shall be made on a Pro Forma Basis; provided that, in connection with any Specified Transaction that is a Material Disposition Limited Condition Transaction, for purposes of determining compliance with any test or covenant contained in this Agreement during any period which requires the designation calculation of an Unrestricted Subsidiary any of the foregoing ratios or any baskets that is measured as a Restricted Subsidiary percentage of Consolidated EBITDA or determination of whether a Default or Event of Default has occurred and is continuing, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”) the date of determination for calculation of any such ratios or baskets or determination of whether a Default or Event of Default has occurred and is continuing shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Material AcquisitionLimited Condition Transaction are entered into (the “LCA Test Date”) and if, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the incurrence or assumption use of any Indebtedness in connection therewithproceeds thereof) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) they had occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since at the beginning of the most recent Applicable Date of Determination ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Period shall have entered into any Material Disposition Date in compliance with such ratio or Material Acquisition that would have required an adjustment pursuant to clause (i) basket, such ratio or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period basket shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Perioddeemed to have been complied with. For the purposes avoidance of this sectiondoubt, whenever pro forma effect is if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be given deemed to have been exceeded as a Material Disposition or Material Acquisition and result of such fluctuations. If the amount of income or earnings related theretoBorrower has made an LCA Election for any Limited Condition Transaction, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made then in connection with any determination subsequent calculation of Annualized EBITDAany ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Pro Forma Calculations. For the purposes of calculating Annualized Consolidated EBITDA of Borrower the Company and its Restricted Subsidiaries, on a consolidated basis, Subsidiaries for any period (a “Test Period”)period, (i) for any acquisition or series of related acquisitions (including by merger or consolidation), the Company may, and if the aggregate consideration for such acquisition or acquisitions exceeds $25,000,000 shall, include for such period the Consolidated EBITDA of any Person or other subject of a Permitted Acquisition acquired by the Company or its Restricted Subsidiaries during such period on a pro forma basis (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness (and if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes hereof determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at any time from the period commencing relevant date of determination) in connection therewith occurred on the first day of such Test Period period), (ii) for any Disposition or series of related Dispositions, the Company may, and ending if the aggregate proceeds of such Disposition or Dispositions exceeds $25,000,000 shall, exclude for such period the Consolidated EBITDA of any Person Disposed of by the Company or its Restricted Subsidiaries during such period (assuming the consummation of such Disposition and the repayment of any Indebtedness in connection therewith occurred on the last first day of such Test Period period) and (or, in the case of iii) for any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the Company shall exclude the income statement items attributable to such Unrestricted Subsidiary that is a Material Disposition or the for such period and for any designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material DispositionSubsidiary, the Annualized EBITDA for such Test Period Company shall be reduced by an amount equal to include the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period income statement items attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Periodperiod. For the purposes of this sectionhereof, whenever pro forma effect is to be given to a Material Disposition transaction or Material Acquisition designation of any Restricted Subsidiary as an Unrestricted Subsidiary and the amount of income or earnings related theretoany Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Agreement (a “Restricted Subsidiary Designation”), the pro forma calculations shall be determined made in good faith by a Responsible Officer, as set forth in a certificate of a Responsible Officer with supporting calculations, including with respect to related expenses, cost savings, operating expense reductions and synergies estimated in good faith by such Responsible Officer to be realized within 18 months following such transaction or Restricted Subsidiary Designation (for the avoidance of Borrower. Comparable doubt, net of additional costs estimated to result from such transaction), such as with respect to (but not limited to) (w) reduction in personnel expenses, (x) reduction of costs related to administrative functions, (y) reductions of costs related to leased or owned properties and (z) reductions from the consolidation of operations and streamlining of corporate overhead; provided, that the aggregate amount of adjustments shall be made pursuant to this sentence at any time when such pro forma calculations are made that are not made in connection a manner consistent with any determination Article 11 of Annualized EBITDARegulation S-X of the Securities Act of 1933 shall at no time exceed 20% of Consolidated EBITDA for the relevant period after giving pro forma effect thereto.

Pro Forma Calculations. (a) For the purposes of calculating Annualized determining the Total Leverage Ratio, the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”such ratios), Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, dispositions, mergers, amalgamations, consolidations and disposed operations (ias determined in accordance with GAAP) if at that have been made by Arrow Bidco or any time from of the period commencing on the first day of Restricted Subsidiaries during a Test Period or subsequent to such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required or prior to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Dispositionthat the Total Leverage Ratio, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to Total Net Leverage Ratio, the Annualized EBITDA (if positive) for such Test Period attributable to Secured Net Leverage Ratio, the assets which are Consolidated Total Assets and the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Consolidated Fixed Charge Coverage Ratio is being tested shall be calculated after giving on a pro forma effect thereto (including the incurrence basis assuming that all such Investments, Dividends, prepayments, repurchases, redemptions or assumption defeasance of any Indebtedness in connection therewith) as if such Material Acquisition Indebtedness, acquisitions, dispositions, mergers, amalgamations consolidations and disposed operations (and the incurrence or assumption of change in any such Indebtednessassociated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of such the Test Period; and (iii) if during . If since the beginning of such Test Period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into Borrower Arrow Bidco or any of the Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition Investment, Dividends, prepayments, repurchases, redemptions or Material Acquisition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation that would have required an adjustment pursuant to clause the preceding sentence, then the Total Leverage Ratio, the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (iincluding Consolidated EBITDA and the other components of such ratios) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto for such period as if such Material Disposition Investment, Dividends, prepayments, repurchases, redemptions or Material Acquisition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred on at the first day beginning of such the Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. (a) For the purposes of calculating Annualized determining the Interest Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”such ratios), (i) if at any time from the period commencing on the first day Investments, Dividends, prepayments, repurchases, redemptions or defeasance of such Test Period and ending on the last day of such Test Period (orIndebtedness, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisitionor an Unrestricted Subsidiary, ending on the date such Material Disposition incurrence or Material Acquisition is consummated after giving effect theretorepayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), Borrower acquisitions, dispositions, mergers, amalgamations, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by WS International or any of the Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for Subsidiaries during a Test Period or subsequent to such Test Period shall be reduced by an amount equal and on or prior to the Annualized EBITDA (if positive) for such Test Period attributable to date that the assets which are Interest Coverage Ratio, the subject of such Material Disposition or increased by an amount equal to Total Net Leverage Ratio, the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower Consolidated Total Assets and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Consolidated Fixed Charge Coverage Ratio is being tested shall be calculated after giving on a pro forma effect thereto basis assuming that all such Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, dispositions, mergers, amalgamations consolidations and disposed operations (including and, for the incurrence or assumption avoidance of doubt, the change in any Indebtedness in connection therewith) as if such Material Acquisition (associated fixed charge obligations and the incurrence or assumption of any such Indebtednesschange in Consolidated EBITDA resulting therefrom) had occurred on the first day of such the Test Period; and (iii) if during . If since the beginning of such Test Period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into Borrower WS International or any of the Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition Investment, Dividends, prepayments, repurchases, redemptions or Material Acquisition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation that would have required an adjustment pursuant to clause the preceding sentence, then the Interest Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (iincluding Consolidated EBITDA and the other components of such ratios) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto for such period as if such Material Disposition Investment, Dividends, prepayments, repurchases, redemptions or Material Acquisition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred on at the first day beginning of such the Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.100

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiariesmaking any financial calculation set forth herein, such financial calculation shall be calculated in each case on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be basis as follows: Investments, acquisitions, Dispositions, mergers and consolidations that have been made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), by Borrower or any Restricted Subsidiary shall have other Loan Party during the reference period or subsequent to the reference period and on or prior to or simultaneously with the event for which the calculation of such financial calculation is made any Material Disposition, (the Annualized EBITDA for such Test Period “Calculation Date”) shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving given pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if all such Material Acquisition Investments, acquisitions, Dispositions, mergers and consolidations (and the incurrence or assumption of any such Indebtednessall related financing transactions) had occurred on the first day of the reference period provided that Administrative Agent shall have received documentation satisfactory to Administrative Agent supporting the pro forma calculation of such Test Period; and (iii) financial calculation. Additionally, if during since the beginning of such Test Period reference period any Person that subsequently became a Restricted Subsidiary of Borrower or was merged with or into Borrower or any Restricted Subsidiary of Borrower since the beginning of such Test Period reference period shall have entered into made any Material Disposition Investment, acquisition, Disposition, merger or Material Acquisition consolidation that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during this definition, then such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period financial calculation shall be calculated after giving pro forma effect thereto for such reference period as if such Material Disposition Investment, acquisition, Disposition, merger or Material Acquisition consolidation (and all related financing transactions) had occurred on at the first day beginning of such Test Period. For the purposes of this section, whenever pro forma effect is reference period provided that Administrative Agent shall have received documentation satisfactory to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, Administrative Agent supporting the pro forma calculations shall calculation of such financial calculation. Any Person that is a Subsidiary of Borrower on the Calculation Date will be determined in good faith by deemed to have been a Responsible Officer Subsidiary of Borrower. Comparable adjustments shall Borrower at all times during the reference period, and any Person that is not a Subsidiary of Borrower on the Calculation Date will be made in connection with deemed not to have been a Subsidiary of Borrower at any determination of Annualized EBITDAtime during the reference period.

Pro Forma Calculations. For With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition, other acquisition permitted pursuant to Section 6.04, Significant Asset Sale or Spinout Transaction occurs, the Secured Net Leverage Ratio (as defined in the Term Loan Credit Agreement) and, without duplication, Consolidated EBITDA shall, for all purposes set forth herein (other than for purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiariesthe Consolidated Fixed Charge Coverage Ratio), be calculated with respect to such period on a consolidated basispro forma basis after giving effect to such Permitted Acquisition, acquisition, Significant Asset Sale, Transaction or Spinout Transaction (and any related repayment of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, (b) pro forma adjustments for designation of any period Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a Subsidiary in accordance with the definition of “Unrestricted Subsidiary” (a “Test PeriodSubsidiary Designation”), and (ic) if at pro forma adjustments for cost savings and synergies (net of continuing associated expenses) to the extent such cost savings and synergies are reasonably identifiable, reasonably supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following any time from the period commencing such Permitted Acquisition or acquisition (which cost savings and synergies shall be calculated on a pro forma basis as though they had been realized on the first day of such Test Period and ending on period); provided that at the last day election of Parent, such Test Period (or, in the case of any pro forma calculation adjustment shall not be required to be made pursuant hereto determined for any Permitted Acquisition or other acquisition if the aggregate consideration paid in respect of the designation connection with such acquisition is less than $100,000,000; provided further that all such adjustments shall be set forth in a reasonably detailed certificate of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation Financial Officer of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Parent), assuming, for purposes of making such calculations, such Permitted Acquisition, ending on the date such Material Disposition Subsidiary Designation, acquisition permitted pursuant to Section 6.04, Significant Asset Sale or Material Acquisition is consummated after giving effect theretoSpinout Transaction (and related repayment of Indebtedness), Borrower or and any Restricted Subsidiary shall have made any Material Dispositionother Permitted Acquisitions, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower Significant Asset Sales and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition Spinout Transactions (and the incurrence or assumption related repayment of any such Indebtedness) occurred that have been consummated during the period, had been consummated on the first day of such Test Periodperiod; provided, further, that the aggregate amount added to or included in Consolidated EBITDA above in respect of synergies for any period of four consecutive fiscal quarters shall not exceed an amount equal to 10% of Consolidated EBITDA, calculated on a pro forma basis in accordance with this Section 1.03 after giving effect to such addition and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning other prior additions in respect of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment period pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDASection 1.03.

Pro Forma Calculations. For Any determination of the purposes of calculating Annualized Consolidated Interest Coverage Ratio or Consolidated Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any four consecutive quarter period (a “Test Determination Period”)) during which a Permitted Acquisition has been consummated (or, for purposes of determining whether the conditions set forth in clause (i) if at any time from of the period commencing on the first day definition of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to “Permitted Acquisition” is satisfied) shall be made pursuant hereto in respect as follows: (1) all components of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material AcquisitionConsolidated Interest Coverage Ratio, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized and Consolidated Adjusted EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Permitted Acquisition (and the incurrence or assumption of any such Indebtedness) had occurred on the first day of such Test the relevant Determination Period; , and (iii2) such components may, at the option of the Borrower, be adjusted to give effect to Pro-Forma Adjustments. “Pro-Forma Adjustments” means, with respect to any Permitted Acquisition, any synergies or reductions, including without limitation operating expense reductions, that (x) would be permitted to be included in a pro-forma calculation by an acquiror company under Regulation S-X of the Securities Act of 1933, as amended, if during such Test Period any Person that subsequently became a Restricted Subsidiary acquiror company were to acquire the business or was merged with assets acquired pursuant to such Permitted Acquisition, or into (y) are otherwise reasonably estimated by the Borrower or any Restricted Subsidiary since in good faith and on the beginning basis of reasonable assumptions to be realized within 12 months of the date of consummation of such Test Period Permitted Acquisition, so long as such synergies or reductions are set forth in the Permitted Acquisition Certificate delivered by the Borrower to the Administrative Agent with respect to such Keystone Term Credit Agreement Permitted Acquisition. For purposes of any such determination, Pro-Forma Adjustments for any Permitted Acquisition shall have entered into be allocated to the fiscal quarter in which such Permitted Acquisition is consummated and the immediately preceding two consecutive fiscal quarters on a simple arithmetic basis. In addition, when determining on any Material Disposition or Material Acquisition that would have required an adjustment pursuant to date whether the conditions set forth in clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodof the definition of “Permitted Acquisition” is satisfied on any date, Annualized the Consolidated Interest Coverage Ratio, and the Consolidated Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period to be used shall be calculated after giving pro those set forth in the Compliance Certificate most recently delivered prior to such date, adjusted to give pro-forma effect thereto as if such Material Disposition (in accordance with this Section 7.14) to all Permitted Acquisitions consummated (or Material Acquisition occurred on proposed to be consummated) after the first last day of the fiscal quarter with respect to which such Test Period. For the purposes of this section, whenever pro forma effect is Compliance Certificate was delivered and on or prior to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDAsuch date.

Pro Forma Calculations. For the With respect to any period during which any Specified Transaction occurs, for purposes of calculating Annualized EBITDA determining the calculation of Borrower the First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Total Assets, Total Net Leverage Ratio and its Restricted SubsidiariesSenior Secured Net Leverage Ratio or for any other purpose hereunder (or determination of whether a Default or Event of Default has occurred and is continuing), with respect to such period shall be made on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (orPro Forma Basis; provided that, in the case of connection with any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary Specified Transaction that is a Material Disposition Limited Condition Transaction, for purposes of determining compliance with any test or covenant contained in this Agreement during any period which requires the designation calculation of an Unrestricted Subsidiary any of the foregoing ratios or any baskets that is measured as a Restricted Subsidiary percentage of Consolidated EBITDA or determination of whether a Default or Event of Default has occurred and is continuing, and, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”) the date of determination for calculation of any such ratios or baskets or determination of whether a Default or Event of Default has occurred and is continuing shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Material AcquisitionLimited Condition Transaction are entered into (the “LCA Test Date”) and if, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the incurrence or assumption use of any Indebtedness in connection therewithproceeds thereof) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) they had occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since at the beginning of the most recent Applicable Date of Determination ending prior to the LCA Test Date, the Issuer could have taken such action on the relevant LCA Test Period shall have entered into any Material Disposition Date in compliance with such ratio or Material Acquisition that would have required an adjustment pursuant to clause (i) basket, such ratio or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period basket shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Perioddeemed to have been complied with. For the purposes avoidance of this sectiondoubt, whenever pro forma effect is if the Issuer has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be given deemed to have been exceeded as a Material Disposition or Material Acquisition and result of such fluctuations. If the amount of income or earnings related theretoIssuer has made an LCA Election for any Limited Condition Transaction, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made then in connection with any determination subsequent calculation of Annualized EBITDAany ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiariesmaking any financial calculation set forth herein, such financial calculation shall be calculated in each case on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be basis as follows: Investments, acquisitions, Dispositions, mergers and consolidations that have been made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), by Borrower or any Restricted Subsidiary shall have other Loan Party during the reference period or subsequent to the reference period and on or prior to or simultaneously with the event for which the calculation of such financial calculation is made any Material Disposition, (the Annualized EBITDA for such Test Period "Calculation Date") shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving given pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if all such Material Acquisition Investments, acquisitions, Dispositions, mergers and consolidations (and the incurrence or assumption of any such Indebtednessall related financing transactions) had occurred on the first day of the reference period provided that Administrative Agent shall have received documentation satisfactory to Administrative Agent supporting the pro forma calculation of such Test Period; and (iii) financial calculation. Additionally, if during since the beginning of such Test Period reference period any Person that subsequently became a Restricted Subsidiary of Borrower or was merged with or into Borrower or any Restricted Subsidiary of Borrower since the beginning of such Test Period reference period shall have entered into made any Material Disposition Investment, acquisition, Disposition, merger or Material Acquisition consolidation that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during this definition, then such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period financial calculation shall be calculated after giving pro forma effect thereto for such reference period as if such Material Disposition Investment, acquisition, Disposition, merger or Material Acquisition consolidation (and all related financing transactions) had occurred on at the first day beginning of such Test Period. For the purposes of this section, whenever pro forma effect is reference period provided that Administrative Agent shall have received documentation satisfactory to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, Administrative Agent supporting the pro forma calculations shall calculation of such financial calculation. Any Person that is a Subsidiary of Borrower on the Calculation Date will be determined in good faith by deemed to have been a Responsible Officer Subsidiary of Borrower. Comparable adjustments shall Borrower at all times during the reference period, and any Person that is not a Subsidiary of Borrower on the Calculation Date will be made in connection with deemed not to have been a Subsidiary of Borrower at any determination of Annualized EBITDAtime during the reference period.

Pro Forma Calculations. (i) For the purposes of calculating Annualized EBITDA the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio and the Consolidated Senior Secured Leverage Ratio, each Specified Transaction and the following transactions in connection therewith (to the extent applicable) and not for other purposes (including pricing or the applicable percentage for Excess Cash Flow prepayments) shall be deemed to have occurred as of Borrower and its Restricted Subsidiariesthe first day of the Measurement Period: (a) historical income statement items (whether positive or negative) attributable to the property or Person, on a consolidated basisif any, for any period (a “Test Period”)subject to such Specified Transaction, (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of a disposition of all or substantially all Equity Interests in any pro forma calculation required to be made pursuant hereto in respect Restricted Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Restricted Subsidiaries or a designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is Subsidiary, shall be excluded, and (ii) in the case of a Material Disposition purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all or substantially all of the Equity Interests in a Person or a designation of an Unrestricted a Subsidiary as a Restricted Subsidiary that is a Material AcquisitionSubsidiary, ending on shall be included, (b) any repayment, repurchase, retirement, redemption, satisfaction, and discharge or defeasance of Indebtedness, Disqualified Stock or Preferred Stock, and (c) any Indebtedness Incurred or assumed by the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any of its Restricted Subsidiary Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have made any Material Disposition, an implied rate of interest for the Annualized EBITDA applicable period for such Test Period shall purposes of this definition determined by utilizing the rate which is or would be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable in effect with respect to such assets; Indebtedness as at the relevant date of determination (ii) taking into account any hedging obligations applicable to such Indebtedness if during such Test Period Borrower or any Restricted Subsidiary shall have made hedging obligation has a Material Acquisition, Annualized EBITDA remaining term in excess of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including 12 months). If since the incurrence or assumption beginning of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.03(c), Annualized EBITDA of Borrower then the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio and its Restricted Subsidiariesthe Consolidated Senior Secured Leverage Ratio, on a consolidated basis, for such Test Period shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDASection 1.03(c).

Pro Forma Calculations. For Any determination of the purposes of calculating Annualized Consolidated Interest Coverage Ratio, the Consolidated Fixed Charge Coverage Ratio or Consolidated Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any four consecutive quarter period (a “Test Determination Period”)) during which a Permitted Acquisition has been consummated (or, for purposes of determining whether the conditions set forth in clause (i) if at any time from of the period commencing on the first day definition of such Test Period and ending on the last day of such Test Period (or, “Permitted Acquisition” or in the case of any pro forma calculation required to Section 7.02(f) are satisfied) shall be made pursuant hereto in respect as follows: (1) all components of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material DispositionConsolidated Interest Coverage Ratio, the Annualized Consolidated Fixed Charge Coverage Ratio and Consolidated Adjusted EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Permitted Acquisition (and the incurrence or assumption of any such Indebtedness) had occurred on the first day of such Test the relevant Determination Period; , and (iii2) such components may, at the option of the Borrower, be adjusted to give effect to Pro-Forma Adjustments. “Pro-Forma Adjustments” means, with respect to any Permitted Acquisition, any synergies or reductions, including without limitation operating expense reductions, that (x) would be permitted to be included in a pro-forma calculation by an acquiror company under Regulation S-X of the Securities Act of 1933, as amended, if during such Test Period any Person that subsequently became a Restricted Subsidiary acquiror company were to acquire the business or was merged with assets acquired pursuant to such Permitted Acquisition, or into (y) are otherwise reasonably estimated by the Borrower or any Restricted Subsidiary since in good faith and on the beginning basis of reasonable assumptions to be realized within 12 months of the date of consummation of such Test Period Permitted Acquisition, so long as such synergies or reductions are set forth in the Permitted Acquisition Certificate delivered by the Borrower to the Administrative Agent with respect to such Permitted Acquisition. For purposes of any such determination, Pro-Forma Adjustments for any Permitted Acquisition shall have entered into be allocated to the fiscal quarter in which such Permitted Acquisition is consummated and the immediately preceding two consecutive fiscal quarters on a simple arithmetic basis. In addition, when determining on any Material Disposition or Material Acquisition that would have required an adjustment pursuant to date whether the conditions set forth in clause (i) of the definition of “Permitted Acquisition” or in Section 7.02(f) are satisfied on any date, the Consolidated Interest Coverage Ratio, the Consolidated Fixed Charge Coverage Ratio and the Consolidated Adjusted EBITDA to be used shall be those set forth in the Compliance Certificate most recently delivered prior to such date, adjusted to give pro-forma effect (iiin accordance with this Section 7.15) above if made by to all Permitted Acquisitions consummated (or proposed to be consummated) after the last day of the fiscal quarter with respect to which such Compliance Certificate was delivered and on or prior to such date. In the event that (i) the Borrower or a Restricted Subsidiary during such Test Periodany of its Subsidiaries incurs, Annualized EBITDA assumes, Guarantees, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems any Equity Interests in any case subsequent to the commencement of Borrower the period for which the Consolidated Fixed Charge Coverage Ratio is being calculated and its Restricted Subsidiarieson or prior to the date on which the event for which the calculation of the Consolidated Fixed Keystone Revolving Credit Agreement Charge Coverage Ratio is made, on a consolidated basis, for such Test Period then the Consolidated Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Equity Interests, and the use of the proceeds therefrom as if such Material Disposition or Material Acquisition the same had occurred on at the first day beginning of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDAapplicable four-quarter reference period.

Pro Forma Calculations. For the purposes of calculating Annualized Adjusted EBITDA, Consolidated Total Assets and any financial ratios or tests, including the ratio of Net Funded Secured Debt to Adjusted EBITDA, Total Net Funded Debt to Adjusted EBITDA of Borrower and its Restricted Subsidiariescompliance with covenants determined by reference to Adjusted EBITDA or Consolidated Total Assets, on a consolidated basis, for any period Municipal Waste Contracts and Put-or-Pay Agreements that have been entered into and Specified Transactions (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made, in each case, (i) during the applicable period or (ii) subsequent to such Material Acquisition period and prior to or simultaneously with the event for which the calculation of Adjusted EBITDA, Consolidated Total Assets or any such ratio is made shall be calculated on a pro forma basis (x) assuming that all such Municipal Waste Contracts and Put-or-Pay Agreements shall have been entered into and all such Specified Transactions (and any increase or decrease in Adjusted EBITDA and Consolidated Total Assets and the incurrence or assumption of component financial definitions used therein attributable to any such IndebtednessSpecified Transaction) had occurred on the first day of such Test Period; the applicable period and (iiiy) if during including projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Test Period Municipal Waste Contracts and Put-or-Pay Agreements. If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Canadian Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into any Material Disposition Municipal Waste Contract or Material Acquisition Put-or-Pay Agreements or made any Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis section, Annualized then the financial ratios, Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Consolidated Total Assets shall be calculated after giving to give pro forma effect thereto as if such Material Disposition in accordance with this Section 1.7. For greater certainty, with respect to adjustments to Adjusted EBITDA with respect to any Municipal Waste Contract or Material Acquisition occurred Put-or-Pay Agreement, (a) Projected Run Rate EBITDA shall be used for each 12-month period commencing on the first later of (1) the date of execution of the contract and (2) nine months and one day prior to the Service Commencement Date and ending on that date which is three months after the Service Commencement Date, (b) for any 12-month period ending more than three months after the Service Commencement Date but not more than 15 months after the Service Commencement Date, actual EBITDA generated by and attributable to the relevant contract shall be included for each month which is more than three months after the Service Commencement Date and Projected Run Rate EBITDA, pro-rated for the balance of the relevant 12-month period, shall be used for each month in such period ended on the last day of the third month after the Service Commencement Date (such Test Periodthat Adjusted EBITDA determined at the end of the fourth month following the Service Commencement Date shall be the sum of actual EBITDA for such fourth month plus 11/12 of the 12-month Projected Run Rate EBITDA), and (c) for any 12-month period ending more than 15 months after the Service Commencement Date, only actual EBITDA shall be used and there shall be no adjustment with respect to the relevant contract. For To avoid duplication, the purposes actual EBITDA generated during the 12-month period ending three months after the Service Commencement Date shall be deducted from the calculation of this section, whenever Adjusted EBITDA for the relevant contract. Whenever pro forma effect is to be given to a Material Disposition Municipal Waste Contract, a Put-or-Pay Agreement or Material Acquisition and the amount of income or earnings related theretoa Specified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer of the Canadian Borrower and may include, for the avoidance of doubt, (x) projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Municipal Waste Contracts and Put-or-Pay Agreements and (y) the amount of “run rate” cost savings, operating expense reductions, restructuring charges and expenses and cost synergies projected by the Canadian Borrower in good faith to be realized as a result of specified actions taken or committed 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 cost synergies were realized during the entirety of such period) relating to such Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken or committed 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) with respect to clause (y) above, such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Canadian Borrower. Comparable adjustments ), (B) with respect to clause (y) above, such actions are taken or committed to be taken no later than eighteen (18) months after the date of such Specified Transaction or entry into such Municipal Waste Contract, (C) no amounts shall be added pursuant to this Section 1.1.6.1 to the extent duplicative of any amounts that are otherwise added back in computing Adjusted 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, amounts to be included in pro forma calculations pursuant to this section may be included in periods in which the Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to this section. In the event that the Canadian Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge, escrow or similar arrangements) any Indebtedness included in the calculations of the ratio of Net Funded Secured Debt to Adjusted EBITDA (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable period 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 the ratio of Net Funded Secured Debt to Adjusted EBITDA 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 period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date such calculation is being made had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness). Interest on Financial Leases and Other Leases shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Canadian Borrower to be the rate of interest implicit in connection such Financial Lease or Other Lease, as applicable, 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 rate actually chosen, or, if none, then based upon such optional rate chosen as the Canadian Borrower may designate. It is expressly understood and agreed that pro forma adjustments and calculations need not be prepared in compliance with Regulation S-X; provided that, to the extent any determination pro forma adjustments pursuant to this Section 1.1.6 are not in compliance with Regulation S-X, the aggregate amount of Annualized EBITDAsuch add-backs to Adjusted EBITDA shall be subject to the 20% limitation set forth in Section 1.1.6.1.9.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower Parent and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Parent and its Restricted Subsidiaries, on a consolidated basis, for any period (a “"Test Period”"), (i) if at any time from the period (a "Pro Forma Period") commencing on the first day of such Test Period and ending on the last day date which is ten days prior to the date of delivery of the Compliance Certificate in respect of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated consummated, after giving effect thereto), Borrower Parent or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets, and Annualized Interest Expense for such Test Period shall be reduced by an amount equal to the Annualized Interest Expense for such Test Period attributable to any Indebtedness of Parent or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged in connection with such Material Disposition (or, if the capital stock of any Restricted Subsidiary is sold (pursuant to a merger or otherwise), the Annualized Interest Expense for such Test Period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent Parent and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Material Disposition); (ii) if during such Test Pro Forma Period Borrower Parent or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower Parent and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Parent and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Pro Forma Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower Parent or any Restricted Subsidiary since the beginning of such Test Pro Forma Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower Parent or a Restricted Subsidiary during such Test Pro Forma Period, Annualized EBITDA of Borrower Parent and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Parent and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and Acquisition, the amount of income or earnings related theretothereto and the amount of Annualized Interest Expense associated with any Indebtedness discharged or incurred in connection therewith, the pro forma calculations shall be determined in good faith by a Responsible Officer of BorrowerParent. If any Indebtedness bears a floating rate of interest and the incurrence or assumption thereof is being given pro forma effect, the Annualized Interest Expense on such Indebtedness shall be calculated as if the rate in effect on the last day of the relevant Pro Forma Period had been the applicable rate for the entire relevant Test Period (taking into account any interest rate protection agreement applicable to such Indebtedness if such interest rate protection agreement has a remaining term in excess of 12 months). Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. For the purposes of calculating Annualized Consolidated EBITDA of Borrower the Company and its Restricted Subsidiaries, on a consolidated basis, Subsidiaries for any period (a “Test Period”)period, (i) for any acquisition or series of related acquisitions (including by merger or consolidation), the Company may, and if the aggregate consideration for such acquisition or acquisitions exceeds $25,000,000 shall, include for such period the Consolidated EBITDA of any Person or other subject of a Permitted Acquisition acquired by the Company or its Restricted Subsidiaries during such period on a pro forma basis (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness (and if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes hereof determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at any time from the period commencing relevant date of determination) in connection therewith occurred on the first day of such Test Period period), (ii) for any Disposition or series of related Dispositions, the Company may, and ending with respect to the Spin-Off or if the aggregate proceeds of such Disposition or Dispositions exceeds $25,000,000 shall, exclude for such period the Consolidated EBITDA of any Person Disposed of by the Company or its Restricted Subsidiaries during such period (assuming the consummation of such Disposition and the repayment of any Indebtedness in connection therewith occurred on the last first day of such Test Period period) and (or, in the case of iii) for any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the Company shall exclude the income statement items attributable to such Unrestricted Subsidiary that is a Material Disposition or the for such period and for any designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material DispositionSubsidiary, the Annualized EBITDA for such Test Period Company shall be reduced by an amount equal to include the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period income statement items attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Periodperiod. For the purposes of this sectionhereof, whenever pro forma effect is to be given to a Material Disposition transaction or Material Acquisition designation of any Restricted Subsidiary as an Unrestricted Subsidiary and the amount of income or earnings related theretoany Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Agreement (a “Restricted Subsidiary Designation”), the pro forma calculations shall be determined made in good faith by a Responsible Officer, as set forth in a certificate of a Responsible Officer with supporting calculations, including with respect to related expenses, cost savings, operating expense reductions and synergies estimated in good faith by such Responsible Officer to be realized within 18 months following such transaction or Restricted Subsidiary Designation (for the avoidance of Borrower. Comparable doubt, net of additional costs estimated to result from such transaction), such as with respect to (but not limited to) (w) reduction in personnel expenses, (x) reduction of costs related to administrative functions, (y) reductions of costs related to leased or owned properties and (z) reductions from the consolidation of operations and streamlining of corporate overhead; provided, that the aggregate amount of adjustments shall be made pursuant to this sentence at any time when such pro forma calculations are made that are not made in connection a manner consistent with any determination Article 11 of Annualized EBITDARegulation S-X of the Securities Act of 1933 and clause (h) of the definition of Consolidated EBITDA as it relates to the Spin-Off shall at no time exceed 20% of Consolidated EBITDA for the relevant period after giving pro forma effect thereto.

Pro Forma Calculations. For With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition, other acquisition permitted pursuant to Section 6.04 or Significant Asset Sale occurs, each of the Total Net Leverage Ratio and the Secured Net Leverage Ratio, and, without duplication, Consolidated EBITDA, shall, for all purposes set forth herein, be calculated with respect to such period on a pro forma basis based on the most recent four consecutive fiscal quarter period for which financials are required to be delivered pursuant to Sections 5.04(a) and 5.04(b) and after giving effect to such Permitted Acquisition, acquisition or Significant Asset Sale (and any related repayment of Indebtedness) (including, without duplication, (a) all pro forma adjustments consistent with Regulation S-X under the Securities Act of 1933, as amended, (b) [reserved], and (c) pro forma adjustments for “run rate” cost savings and synergies (net of continuing associated expenses) to the extent such “run rate” cost savings and synergies that have been realized or are reasonably expected to be realized on or prior to the date that is 18 months after the date on which any such Permitted Acquisition or acquisition is consummated (which cost savings and synergies shall be added to Consolidated EBITDA until fully realized and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of the relevant period); provided that at the election of the Borrower, such pro forma adjustment shall not be required to be determined for any Permitted Acquisition or other acquisition if the aggregate consideration paid in connection with such acquisition is less than $37,500,000; provided, further, that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower), assuming, for purposes of calculating Annualized EBITDA making such calculations, such Permitted Acquisition, acquisition permitted pursuant to Section 6.04 or Significant Asset Sale (and related repayment of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”Indebtedness), and any other Permitted Acquisitions and Significant Asset Sales (iand related repayment of Indebtedness) if at any time from that have been consummated during the period commencing period, had been consummated on the first day of such Test Period and ending on period; provided, further, that the last day of such Test Period aggregate amount (or, in the case of any pro forma calculation required to be made pursuant hereto other than non-cash expenses) increasing Consolidated EBITDA as set forth above in respect of synergies for any period of four consecutive fiscal quarters shall not exceed, when taken together with any adjustments made in accordance with clause (a)(xiii) of the designation definition of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material AcquisitionConsolidated EBITDA, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized 20% of Consolidated EBITDA (if positive) for such Test Period attributable period, calculated on a pro forma basis in accordance with this Section 1.03, but prior to the assets which are the subject giving effect to such additions and any other such prior additions in respect of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) synergies for such Test Period attributable period pursuant to this Section 1.03. In addition, solely for purposes of determining whether a Specified Transaction is permitted hereunder (including whether such assets; (ii) if during such Test Period Borrower Specified Transaction would result in a Default or any Restricted Subsidiary shall have made a Material AcquisitionEvent of Default), Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Secured Net Leverage Ratio shall be calculated after giving on a pro forma effect thereto (including basis as provided in the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDApreceding sentence.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiariesdetermining compliance with the applicable Consolidated First Lien Net Leverage Ratio test, on a consolidated basisConsolidated Secured Net Leverage Ratio test, Consolidated Total Net Leverage Ratio test, Consolidated Total Gross Leverage Ratio test, Consolidated Interest Coverage Ratio test or Consolidated Fixed Charge Coverage Ratio test for any period (a “Test Period”), (i) if at any time from Reference Period and/or the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case permissibility of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA Applicable Transactions (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (A) during the period in respect of which such Material Acquisition calculations are required to be made or (B) other thatthan with respect to any calculation of the financial covenants set forth in Section 7.1 and any calculation of the incurrence Consolidated First Lien Net Leverage Ratio for purposes of the Applicable Pricing Grid, subsequent to such period and prior to or assumption simultaneously with the event for which the calculation of any such Indebtednessratio test is made on a pro forma basis (solely with respect to determining pro forma compliance for such event) shall be calculated on a pro forma basis assuming that all such Applicable Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used in either of the foregoing attributable to any Applicable Transaction) had occurred on the first day of the period in respect of which such Test Period; and (iii) if during such Test Period calculations are required to be made. If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition or Material Acquisition Applicable Transaction that would have required an adjustment pursuant to clause (i) this Section 1.4, then the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Consolidated Total Gross Leverage Ratio, Consolidated Interest Coverage Ratio test or (ii) above if made by Borrower or a Restricted Subsidiary during such Test PeriodConsolidated Fixed Charge Coverage Ratio, Annualized EBITDA of Borrower and its Restricted Subsidiariesas applicable, on a consolidated basis, for such Test Period shall be calculated after giving to give pro forma effect thereto in accordance with this Section 1.4. Notwithstanding anything to the contrary herein, but subject to Sections 1.2(f) and (i) and 1.3, all financial ratios and tests (including any Consolidated First Lien Net Leverage Ratio test, Consolidated Secured Net Leverage Ratio test, Consolidated Total Net Leverage Ratio test, Consolidated Total Gross Leverage Ratio test, Consolidated Interest Coverage Ratio test or Consolidated Fixed Charge Coverage Ratio test, as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition applicable and determining the amount of income or earnings related thereto, the Consolidated Net Income and Consolidated EBITDA) contained in this Agreement that are calculated with respect to any Reference Period during which any Applicable Transaction occurs shall be calculated with respect to such Reference Period and such Applicable Transaction on a pro forma calculations shall be determined basis in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection accordance with any determination of Annualized EBITDAthis Section 1.4.

Pro Forma Calculations. For With respect to any period during which the Transactions or any Specified Transaction occurs, for purposes of calculating Annualized EBITDA of Borrower determining the prepayments required pursuant to Section 2.11(d) and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto Applicable Margin in respect of such period, calculation of the designation First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Total Assets, Total Net Leverage Ratio and Senior Secured Net Leverage Ratio or for any other purpose hereunder (or determination of whether a Restricted Subsidiary as an Unrestricted Subsidiary Default or Event of Default has occurred and is continuing), with respect to such period shall be made on a Pro Forma Basis; provided that, in connection with any Specified Transaction that is a Material Disposition Limited Condition Transaction, for purposes of determining compliance with any test or covenant contained in this Agreement during any period which requires the designation calculation of an Unrestricted Subsidiary any of the foregoing ratios or any baskets that is measured as a Restricted Subsidiary percentage of Consolidated EBITDA or determination of whether a Default or Event of Default has occurred and is continuing, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”) the date of determination for calculation of any such ratios or baskets or determination of whether a Default or Event of Default has occurred and is continuing shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Material AcquisitionLimited Condition Transaction are entered into (the “LCA Test Date”) and if, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the incurrence or assumption use of any Indebtedness in connection therewithproceeds thereof) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) they had occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since at the beginning of the most recent Applicable Date of Determination ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Period shall have entered into any Material Disposition Date in compliance with such ratio or Material Acquisition that would have required an adjustment pursuant to clause (i) basket, such ratio or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period basket shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Perioddeemed to have been complied with. For the purposes avoidance of this sectiondoubt, whenever pro forma effect is if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of Holdcothe Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be given deemed to have been exceeded as a Material Disposition or Material Acquisition and result of such fluctuations. If the amount of income or earnings related theretoBorrower has made an LCA Election for any Limited Condition Transaction, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made then in connection with any determination subsequent calculation of Annualized EBITDAany ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA and the Consolidated Senior Secured Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.06, when calculating Consolidated EBITDA and the Consolidated Senior Secured Net Leverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with the covenant pursuant to Section 10.08, 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. (b) For the purposes of calculating Annualized Consolidated EBITDA of Borrower and its Restricted Subsidiariesthe Consolidated Senior Secured Net Leverage Ratio, on a consolidated basis, for any period Specified Transactions (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the applicable Test Period and (ii) subsequent to such Material Acquisition (Test Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio 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 such the applicable Test Period; and (iii) if during such . If, since the beginning of any applicable Test Period Period, any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.06, Annualized then Consolidated EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Consolidated Senior Secured Net Leverage Ratio shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Periodin accordance with this Section 1.06. For the purposes of this section, whenever (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer of Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions and synergies projected by Borrower in good faith to be realized as a result of specified actions taken or with respect to which steps have been initiated, or are reasonably expected to be initiated within fifteen (15) months of the closing date of such Specified Transaction (in the good faith determination of Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized during the entirety of the applicable period), net of the amount of actual benefits realized during such period from such actions; provided that, with respect to any such cost savings, operating expense reductions and synergies, the limitations and requirements set forth in clause (c) of the definitions of Consolidated EBITDA (other than the requirement set forth in clause (c) of Consolidated EBITDA that steps have been initiated or taken) shall apply; provided, further, that the aggregate amount of additions made to Consolidated EBITDA for any Test Period pursuant to this clause (c) and clause (c) of the definition of “Consolidated EBITDA” shall not (i) exceed 20.0% of Consolidated EBITDA for such Test Period (after giving effect to this clause (c) and clause (c) of the definition of “Consolidated EBITDA”) or (ii) be duplicative of one another. Comparable adjustments (d) In the event that Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, prepayment, retirement, exchange or extinguishment) any Indebtedness included in the calculations of Consolidated EBITDA and the Consolidated Senior Secured Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period and/or (ii) 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 Consolidated EBITDA and the Consolidated Senior Secured Net Leverage Ratio shall be made 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 in connection with any determination the case of Annualized EBITDAConsolidated EBITDA or the Consolidated Senior Secured Net Leverage Ratio. SECTION 1.07.

Pro Forma Calculations. For With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition, other acquisition permitted pursuant to Section 6.4 or Significant Asset Sale occurs, each of the Total Net Leverage Ratio and the Secured Net Leverage Ratio, and, without duplication, Consolidated EBITDA, shall, for all purposes set forth herein, be calculated with respect to such period on a pro forma basis based on the most recent four consecutive fiscal quarter period for which financials are required to be delivered pursuant to Sections 8.4(a) or (b) and after giving effect to such Permitted Acquisition, acquisition or Significant Asset Sale (and any related repayment of Indebtedness) (including, without duplication, all pro forma adjustments consistent with Regulation S-X under the Securities Act of 1933, as amended, [reserved], and pro forma adjustments for “run rate” cost savings and synergies (net of continuing associated expenses) to the extent such “run rate” cost savings and synergies have been realized or are reasonably expected to be realized on or prior to the date that is 18 months after the date on which any such Permitted Acquisition or acquisition is consummated (which cost savings and synergies shall be added to Consolidated EBITDA until fully realized and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of the relevant period); provided that at the election of the Borrower, such pro forma adjustment shall not be required to be determined for any Permitted Acquisition or other acquisition if the aggregate consideration paid in connection with such acquisition is less than $37,500,000; provided further that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower Representative), assuming, for purposes of calculating Annualized EBITDA making such calculations, such Permitted Acquisition, acquisition permitted pursuant to Section 6.4 or Significant Asset Sale (and related repayment of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”Indebtedness), and any other Permitted Acquisitions and Significant Asset Sales (iand related repayment of Indebtedness) if at any time from that have been consummated during the period commencing period, had been consummated on the first day of such Test Period and ending on period; provided, further, that the last day of such Test Period aggregate amount (or, in the case of any pro forma calculation required to be made pursuant hereto other than non-cash expenses) increasing Consolidated EBITDA as set forth above in respect of synergies for any period of four consecutive fiscal quarters shall not exceed, when taken together with any adjustments made in accordance with clause (a)(xiii) of the designation definition of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material AcquisitionConsolidated EBITDA, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized 20% of Consolidated EBITDA (if positive) for such Test Period attributable period, calculated on a pro forma basis in accordance with this Section 1.6, but prior to the assets which are the subject giving effect to such additions and any other such prior additions in respect of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) synergies for such Test Period attributable period pursuant to this Section 1.6. In addition, solely for purposes of determining whether a Specified Transaction is permitted hereunder (including whether such assets; (ii) if during such Test Period Borrower Specified Transaction would result in a Default or any Restricted Subsidiary shall have made a Material AcquisitionEvent of Default), Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Secured Net Leverage Ratio shall be calculated after giving on a pro forma effect thereto (including basis as provided in the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDApreceding sentence.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower Parent and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Parent and its Restricted Subsidiaries, on a consolidated basis, for any period (a “"Test Period”"), (i) if at any time from the period (a "Pro Forma Period") commencing on the first day of such Test Period and ending on the last day date which is ten days prior to the date of delivery of the Compliance Certificate in respect of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower Parent or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets, and Annualized Interest Expense for such Test Period shall be reduced by an amount equal to the Annualized Interest Expense for such Test Period attributable to any Indebtedness of Parent or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged in connection with such Material Disposition (or, if the capital stock of any Restricted Subsidiary is sold (pursuant to a merger or otherwise), the Annualized Interest Expense for such Test Period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent Parent and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Material Disposition); (ii) if during such Test Pro Forma Period Borrower Parent or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower Parent and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Parent and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Pro Forma Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower Parent or any Restricted Subsidiary since the beginning of such Test Pro Forma Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower Parent or a Restricted Subsidiary during such Test Pro Forma Period, Annualized EBITDA of Borrower Parent and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Parent and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and Acquisition, the amount of income or earnings related theretothereto and the amount of Annualized Interest Expense associated with any Indebtedness discharged or incurred in connection therewith, the pro forma calculations shall be determined in good faith by a Responsible Officer of BorrowerParent. If any Indebtedness bears a floating rate of interest and the incurrence or assumption thereof is being given pro forma effect, the Annualized Interest Expense on such Indebtedness shall be calculated as if the rate in effect on the last day of the relevant Pro Forma Period had been the applicable rate for the entire relevant Test Period (taking into account any interest rate protection agreement applicable to such Indebtedness if such interest rate protection agreement has a remaining term in excess of 12 months). Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. For the With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition, other acquisition permitted pursuant to Section 6.04 or Significant Asset Sale occurs, Consolidated EBITDA shall, for all purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiariesset forth herein, be calculated with respect to such period on a consolidated basispro forma basis after giving effect to such Permitted Acquisition, acquisition or Significant Asset Sale (and any related repayment of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, (b) pro forma adjustments for designation of any period Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a Subsidiary in accordance with the definition of “Unrestricted Subsidiary” (a “Test PeriodSubsidiary Designation”), and (ic) if at pro forma adjustments for cost savings and synergies (net of continuing associated expenses) to the extent such cost savings and synergies are reasonably identifiable, reasonably supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following any time from the period commencing such Permitted Acquisition or acquisition (which cost savings and synergies shall be calculated on a pro forma basis as though they had been realized on the first day of such Test Period and ending on period); provided that at the last day election of the Borrower, such Test Period (or, in the case of any pro forma calculation adjustment shall not be required to be made pursuant hereto determined for any Permitted Acquisition or other acquisition if the aggregate consideration paid in respect connection with such acquisition is less than $75,000,000; provided further that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the designation Borrower), assuming, for purposes of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material making such calculations, such Permitted Acquisition, ending on the date such Material Disposition Subsidiary Designation, acquisition permitted pursuant to Section 6.04 or Material Acquisition is consummated after giving effect theretoSignificant Asset Sale (and related repayment of Indebtedness), Borrower or and any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower other Permitted Acquisitions and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition Significant Asset Sales (and the incurrence or assumption related repayment of any such Indebtedness) occurred that have been consummated during the period, had been consummated on the first day of such Test Periodperiod; provided, further, that the aggregate amount added to or included in Consolidated EBITDA above in respect of synergies for any period of four consecutive fiscal quarters shall not exceed an amount equal to 20% of Consolidated EBITDA, calculated prior to giving effect to such additions and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning other prior additions in respect of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment period pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDASection 1.03.

Pro Forma Calculations. For With respect to any period during which the Transactions or any Specified Transaction occurs, for purposes of calculating Annualized EBITDA of Borrower determining the prepayments required pursuant to Section 2.11(d) and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto Applicable Margin in respect of such period, calculation of the designation First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Total Assets, Total Net Leverage Ratio and Senior Secured Net Leverage Ratio or for any other purpose hereunder (or determination of whether a Restricted Subsidiary as an Unrestricted Subsidiary Default or Event of Default has occurred and is continuing), with respect to such period shall be made on a Pro Forma Basis; provided that, in connection with any Specified Transaction that is a Material Disposition Limited Condition Transaction, for purposes of determining compliance with any test or covenant contained in this Agreement during any period which requires the designation calculation of an Unrestricted Subsidiary any of the foregoing ratios or any baskets that is measured as a Restricted Subsidiary percentage of Consolidated EBITDA or determination of whether a Default or Event of Default has occurred and is continuing, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”) the date of determination for calculation of any such ratios or baskets or determination of whether a Default or Event of Default has occurred and is continuing shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Material AcquisitionLimited Condition Transaction are entered into (the “LCA Test Date”) and if, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the incurrence or assumption use of any Indebtedness in connection therewithproceeds thereof) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) they had occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since at the beginning of the most recent Applicable Date of Determination ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Period shall have entered into any Material Disposition Date in compliance with such ratio or Material Acquisition that would have required an adjustment pursuant to clause (i) basket, such ratio or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period basket shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Perioddeemed to have been complied with. For the purposes avoidance of this sectiondoubt, whenever pro forma effect is if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of Holdco or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be given deemed to have been exceeded as a Material Disposition or Material Acquisition and result of such fluctuations. If the amount of income or earnings related theretoBorrower has made an LCA Election for any Limited Condition Transaction, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made then in connection with any determination subsequent calculation of Annualized EBITDAany ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Pro Forma Calculations. For the purposes of calculating Annualized Adjusted EBITDA, Consolidated Total Assets and any financial ratios or tests, including the ratio of Net Funded Secured Debt to Adjusted EBITDA, Total Net Funded Debt to Adjusted EBITDA of Borrower and its Restricted Subsidiariescompliance with covenants determined by reference to Adjusted EBITDA or Consolidated Total Assets, on a consolidated basis, for any period Municipal Waste Contracts and Put- or-Pay Agreements that have been entered into and Specified Transactions (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made, in each case, (i) during the applicable period or (ii) subsequent to such Material Acquisition period and prior to or simultaneously with the event for which the calculation of Adjusted EBITDA, Consolidated Total Assets or any such ratio is made shall be calculated on a pro forma basis (x) assuming that all such Municipal Waste Contracts and Put-or-Pay Agreements shall have been entered into and all such Specified Transactions (and any increase or decrease in Adjusted EBITDA and Consolidated Total Assets and the incurrence or assumption of component financial definitions used therein attributable to any such IndebtednessSpecified Transaction) had occurred on the first day of such Test Period; the applicable period and (iiiy) if during including projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Test Period Municipal Waste Contracts and Put-or-Pay Agreements. If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Canadian Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into any Material Disposition Municipal Waste Contract or Material Acquisition Put-or-Pay Agreements or made any Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis section, Annualized then the financial ratios, Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Consolidated Total Assets shall be calculated after giving to give pro forma effect thereto as if such Material Disposition in accordance with this Section 1.7. For greater certainty, with respect to adjustments to Adjusted EBITDA with respect to any Municipal Waste Contract or Material Acquisition occurred Put-or-Pay Agreement, (a) Projected Run Rate EBITDA shall be used for each 12-month period commencing on the first later of (1) the date of execution of the contract and (2) nine months and one day prior to the Service Commencement Date and ending on that date which is three months after the Service Commencement Date, (b) for any 12-month period ending more than three months after the Service Commencement Date but not more than 15 months after the Service Commencement Date, actual EBITDA generated by and attributable to the relevant contract shall be included for each month which is more than three months after the Service Commencement Date and Projected Run Rate EBITDA, pro-rated for the balance of the relevant 12-month period, shall be used for each month in such period ended on the last day of the third month after the Service Commencement Date (such Test Periodthat Adjusted EBITDA determined at the end of the fourth month following the Service Commencement Date shall be the sum of actual EBITDA for such fourth month plus 11/12 of the 12-month Projected Run Rate EBITDA), and (c) for any 12-month period ending more than 15 months after the Service Commencement Date, only actual EBITDA shall be used and there shall be no adjustment with respect to the relevant contract. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoTo avoid duplication, the pro forma calculations actual EBITDA generated during the 12-month period ending three months after the Service Commencement Date shall be determined in good faith by a Responsible Officer deducted from the calculation of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDAAdjusted EBITDA for the relevant contract.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Consolidated Leverage Ratio shall be calculated in the manner prescribed by this Section 1.08; provided that, notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.08, when calculating the Consolidated Leverage Ratio for purposes of Section 2.03(b)(i), the events described in this Section 1.08 that occurred subsequent to the end of the applicable Measurement Period shall not be given pro forma effect. (b) For the purposes of calculating Annualized EBITDA of Borrower the Consolidated Leverage Ratio, Specified Transactions (and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the applicable Measurement Period or (ii) subsequent to such Material Acquisition (Measurement Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio 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 such Test the applicable Measurement Period; and (iii) if during such Test . If since the beginning of any applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Measurement Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.08, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period then the Consolidated Leverage Ratio shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Periodin accordance with this Section 1.08. For the purposes of this section, whenever (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer responsible financial or accounting officer of the Borrower and may include, for the avoidance of doubt, the amount of 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) relating to such Specified Transaction, net of the amount of actual benefits theretofore realized during such period from such actions; provided that (A) such amounts are reasonably identifiable, quantifiable and supportable in the good faith judgment of the Borrower. Comparable adjustments , (B) such actions are taken, committed to be taken or expected to be taken no later than twelve (12) months after the date of such Specified Transaction, (C) no amounts shall be made added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in connection 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) for any determination such period after the Closing Date shall not exceed 10% of Annualized EBITDA.Consolidated EBITDA for such Measurement Period (giving pro forma effect to the relevant Specified Transaction (but not to any cost savings or synergies)). - 38-

Pro Forma Calculations. For (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Coverage Ratio, the Total Leverage Ratio, the Senior Secured Leverage Ratio and the First Lien Leverage Ratio, and compliance with covenants determined by reference to Consolidated EBITDA and Total Assets shall be calculated in the manner prescribed by this Section 1.09; provided that, notwithstanding anything to the contrary in this Section 1.09, when calculating (i) the First Lien Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, (ii) the First Lien Leverage Ratio for purposes of determining the “Applicable Margin” and (iii) the Total Leverage Ratio for the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on actual compliance with Section 7.11 (as opposed to a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required in accordance with Section 7.11 for purposes of another provision), the events described in this Section 1.09 that occurred subsequent to be made pursuant hereto in respect the end of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such applicable Test Period shall not be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving given pro forma effect thereto effect. (including b) For purposes of calculating the Consolidated Coverage Ratio, the Total Leverage Ratio, the Senior Secured Leverage Ratio, the First Lien Leverage Ratio, Consolidated EBITDA or Total Assets, Specified Transactions (and the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the applicable Test Period or (ii) subsequent to such Material Acquisition (Test Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio 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 such the applicable Test Period; and (iii) if during such . If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.09, Annualized then the Consolidated Coverage Ratio, the Total Leverage Ratio, the Senior Secured Leverage Ratio, the First Lien Leverage Ratio, Consolidated EBITDA of Borrower and its Restricted SubsidiariesTotal Assets, on a consolidated basisas applicable, for such Test Period shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Periodin accordance with this Section 1.09. For the purposes of this section, whenever (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer responsible financial or accounting officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating improvements and synergies related to such Specified Transaction (and related insourcing initiatives) projected by the Borrower in good faith to be realized as a result of specified actions taken or expected to be taken or with respect to which substantial steps have been taken or are expected to be taken (calculated (i) on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of the applicable EBITDA Determination Period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such EBITDA Determination Period and (ii) such that “run-rate” means the full recurring benefit for a period that is associated with any action either taken or expected to be taken or with respect to which substantial steps have been taken or are expected to be taken (in each case, in the good faith determination of the Borrower. Comparable adjustments )) relating to such Specified Transaction, net of the amount of actual benefits realized during such EBITDA Determination 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 or substantial steps with respect to such actions 74 are or are expected to be taken no later than 24 months after the date of such Specified Transaction and (C) no amounts shall be added back in computing Consolidated EBITDA 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 EBITDA Determination 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, defeasance, discharge or extinguishment) any Indebtedness included in the calculations of the Consolidated Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio and the Senior 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 or test is made, then such ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, in each case, to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness will be given effect as if the same had occurred on the first day of the applicable Test Period). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capitalized 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 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 London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (e) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, have occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreement for such Limited Condition Transaction is entered into. Furthermore, 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 the financial covenant set forth under Section 7.11 (except if being tested on a Pro Forma Basis)) which requires the calculation of any financial ratio or test, including, without limitation, the Consolidated Coverage Ratio, the Senior Secured Leverage Ratio, the First Lien Leverage Ratio or the Total Leverage Ratio, but excluding the calculation of the First Lien Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Total Assets); 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 Annualized EBITDA.whether any 75

Pro Forma Calculations. For the purposes of calculating Annualized Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period of four consecutive fiscal quarters most recently ended (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of during such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or Disposition, at any time during the designation period commencing on the first day of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, such Test Period and ending on the date such Material Disposition or Material Acquisition designation is consummated after giving effect thereto), made) the Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Annualized Consolidated EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized Consolidated EBITDA (if negative) for such Test Period attributable to such assets; (ii) if at any time during such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, at any time during the period commencing on the first day of such Test Period and ending on the date such designation is made) the Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if at any time during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by the Borrower or a Restricted Subsidiary during such Test Period, Annualized Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of the Borrower. Comparable adjustments shall be made in connection with any determination of Annualized Consolidated EBITDA.. SECTION 2 THE COMMITMENTS AND EXTENSIONS OF CREDIT

Pro Forma Calculations. (a) For the purposes of calculating Annualized determining the Interest Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”such ratios), (i) if at any time from the period commencing on the first day Investments, Dividends, prepayments, repurchases, redemptions or defeasance of such Test Period and ending on the last day of such Test Period (orIndebtedness, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisitionor an Unrestricted Subsidiary, ending on the date such Material Disposition incurrence or Material Acquisition is consummated after giving effect theretorepayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), Borrower acquisitions, dispositions, mergers, amalgamations, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by WS or any of the Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for Subsidiaries during a Test Period or subsequent to such Test Period shall be reduced by an amount equal and on or prior to the Annualized EBITDA (if positive) for such Test Period attributable to date that the assets which are Interest Coverage Ratio, the subject of such Material Disposition or increased by an amount equal to Total Net Leverage Ratio, the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower Consolidated Total Assets and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Consolidated Fixed Charge Coverage Ratio is being tested shall be calculated after giving on a pro forma effect thereto basis assuming that all such Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, dispositions, mergers, amalgamations consolidations and disposed operations (including and, for the incurrence or assumption avoidance of doubt, the change in any Indebtedness in connection therewith) as if such Material Acquisition (associated fixed charge obligations and the incurrence or assumption of any such Indebtednesschange in Consolidated EBITDA resulting therefrom) had occurred on the first day of such the Test Period; provided, that, in the case of Dividends described in clause (y) of the definition “Dividends” and Unfinanced Capital Expenditures, to the extent that any such anticipated Dividends or Unfinanced Capital Expenditures (iiias applicable) if during to be made in any given period are, in the good faith judgment of the Administrative Borrower, lower than historical or previously budgeted amounts for such Dividends and Unfinanced Capital Expenditures (as applicable), pro forma effect is to be given with respect to the entire Test Period taking into account the newly anticipated amounts of such Dividends and Unfinanced Capital Expenditures (as applicable) in each case, as reasonably determined by a responsible financial or accounting officer of the Administrative Borrower; provided, further, that, notwithstanding the immediately preceding proviso, to the extent that any such Dividends that were actually made in any given period are greater than historical or previously budgeted or anticipated amounts for such Dividends, any such difference between any such Dividends that were actually made in such given period and historical or previously budgeted or anticipated amounts for such Dividends shall be taken into account for purposes of determining the Consolidated Fixed Charge Coverage Ratio, with respect to the immediately succeeding Test Period by including the difference between such historical or previously budgeted or anticipated amounts and such actual amounts in such calculations. If since the beginning of such Test Period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into Borrower WS or 101 any of the Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition Investment, Dividends, prepayments, repurchases, redemptions or Material Acquisition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation that would have required an adjustment pursuant to clause the preceding sentence, then the Interest Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (iincluding Consolidated EBITDA and the other components of such ratios) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto for such period as if such Material Disposition Investment, Dividends, prepayments, repurchases, redemptions or Material Acquisition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred on at the first day beginning of such the Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. For Any determination of the purposes of calculating Annualized Consolidated Fixed Charge Coverage Ratio or Consolidated Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any trailing twelve fiscal month period (a “Test Determination Period”), ) during which a Permitted Acquisition or an Asset Sale has been consummated (or for purposes of determining whether the conditions set forth in clause (i) if at any time from of the period commencing on the first day definition of such Test Period and ending on the last day of such Test Period (or, “Permitted Acquisition” or in the case of any pro forma calculation required to Section 7.02(f) are satisfied) shall be made pursuant hereto in respect as follows: (1) all components of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized Consolidated Fixed Charge Coverage Ratio and Consolidated Adjusted EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Permitted Acquisition (and the incurrence or assumption of any such Indebtedness) Asset Sale had occurred on the first day of such Test the relevant Determination Period; , and (iii2) if during such Test Period components may, at the option of the Borrower, be adjusted to give effect to Pro-Forma Adjustments. “Pro-Forma Adjustments” means, with respect to any Person Permitted Acquisition or Asset Sale, any synergies or reductions, including without limitation operating expense reductions, or other pro forma adjustments arising out of events which are directly attributable to any such Permitted Acquisition or Asset Sale, as applicable, that subsequently became (x) would be permitted to be included in a Restricted Subsidiary pro-forma calculation consistent with Article 11 of Regulation S-X promulgated under the Securities Act of 1933, as amended, or (y) are otherwise reasonably estimated by the Borrower in good faith and on the basis of reasonable assumptions to be realized within 12 months of the date of consummation of such Permitted Acquisition or Asset Sale, so long as such synergies, reductions or other pro forma adjustments with respect to any Permitted Acquisition are set forth in the Permitted Acquisition Certificate delivered by the Borrower to the Administrative Agent with respect to such Permitted Acquisition. For purposes of any such determination, Pro-Forma Adjustments for any Permitted Acquisition or Asset Sale shall be allocated to the fiscal month in which such Permitted Acquisition or Asset Sale is consummated and the immediately preceding eleven consecutive fiscal months on a simple arithmetic basis. In addition, when determining on any date whether the conditions set forth in Section 7.02(f) are satisfied on any date, the Consolidated Fixed Charge Coverage Ratio and the Consolidated Adjusted EBITDA to be used shall be those set forth in the Compliance Certificate most recently delivered prior to such date, adjusted to give pro-forma effect (in accordance with this Section 7.15) to all Permitted Acquisitions consummated (or proposed to be consummated) after the last day of the fiscal month with respect to which such Compliance Certificate was merged with delivered and on or into prior to such date. In the event that (i) the Borrower or any Restricted Subsidiary since of its Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems any Equity Interests in any case subsequent to the beginning commencement of such Test Period shall have entered into any Material Disposition the period for which the Consolidated Fixed Charge Coverage Ratio is being calculated and on or Material Acquisition that would have required an adjustment pursuant prior to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthe date on which the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period then the Consolidated Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Equity Interests, and the use of the proceeds therefrom as if such Material Disposition or Material Acquisition the same had occurred on at the first day beginning of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDAapplicable twelve-fiscal-month reference period.

Pro Forma Calculations. (a) For the purposes of calculating Annualized determining the Interest Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”such ratios), (i) if at any time from the period commencing on the first day Investments, Dividends, prepayments, repurchases, redemptions or defeasance of such Test Period and ending on the last day of such Test Period (orIndebtedness, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisitionor an Unrestricted Subsidiary, ending on the date such Material Disposition incurrence or Material Acquisition is consummated after giving effect theretorepayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), Borrower acquisitions, dispositions, mergers, amalgamations, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by WS or any of the Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for Subsidiaries during a Test Period or subsequent to such Test Period shall be reduced by an amount equal and on or prior to the Annualized EBITDA (if positive) for such Test Period attributable to date that the assets which are Interest Coverage Ratio, the subject of such Material Disposition or increased by an amount equal to Total Net Leverage Ratio, the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower Consolidated Total Assets and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Consolidated Fixed Charge Coverage Ratio is being tested shall be calculated after giving on a pro forma effect thereto basis assuming that all such Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, dispositions, mergers, amalgamations consolidations and disposed operations (including and, for the incurrence or assumption avoidance of doubt, the change in any Indebtedness in connection therewith) as if such Material Acquisition (associated fixed charge obligations and the incurrence or assumption of any such Indebtednesschange in Consolidated EBITDA resulting therefrom) had occurred on the first day of such the Test Period; provided, that, in the case of Dividends described in clause (y) of the definition “Dividends” and Unfinanced Capital Expenditures, to the extent that any such anticipated Dividends or Unfinanced Capital Expenditures (iiias applicable) if during to be made in any given period are, in the good faith judgment of the Administrative Borrower, lower than historical or previously budgeted amounts for such Dividends and Unfinanced Capital Expenditures (as applicable), pro forma effect is to be given with respect to the entire Test Period taking into account the newly anticipated amounts of such Dividends and Unfinanced Capital Expenditures (as applicable) in each case, as reasonably determined by a responsible financial or accounting officer of the Administrative Borrower; provided, further, that, notwithstanding the immediately preceding proviso, to the extent that any such Dividends that were actually made in any given period are greater than historical or previously budgeted or anticipated amounts for such Dividends, any such difference between any such Dividends that were actually made in such given period and historical or previously budgeted or anticipated amounts for such Dividends shall be taken into account for purposes of determining the Consolidated Fixed Charge Coverage Ratio, with respect to the immediately succeeding Test Period by including the difference between such historical or previously budgeted or anticipated amounts and such actual amounts in such calculations. If since the beginning of such Test Period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into Borrower WS or any of the Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition Investment, Dividends, prepayments, repurchases, redemptions or Material Acquisition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation that would have required an adjustment pursuant to clause the preceding sentence, then the Interest Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (iincluding Consolidated EBITDA and the other components of such ratios) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto for such period as if such Material Disposition Investment, Dividends, prepayments, repurchases, redemptions or Material Acquisition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred on at the first day beginning of such the Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.104

Pro Forma Calculations. For (a) Unless otherwise provided herein, the purposes applicable components of calculating Annualized EBITDA the Financial Covenants as of Borrower any date shall be calculated based on the most recently completed period of four consecutive fiscal quarters for which financial statements are available, and its Restricted Subsidiaries, on a consolidated pro forma basis, for shall be calculated after giving effect to the Transactions and any period (acquisition or disposition of assets with a “Test Period”)value in excess of $5,000,000, (i) if at or any time from the period commencing on the first day incurrence, payment, refinancing, restructuring or retirement of such Test Period and ending on the last day of such Test Period (orIndebtedness, in the case any designation of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the and any re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary that or any other applicable transaction for which any calculation herein is required to be made on a Material Acquisitionpro forma basis, ending in each case which occurred during the most recently completed period of four consecutive fiscal quarters for which financial statements are available or after the end of such period but on or prior to such date, as though each such transaction had occurred at the date beginning of such Material Disposition or Material Acquisition is consummated after period, including, without duplication, giving effect thereto)to (i) all pro forma adjustments permitted or required by Article 11 of Regulation S X under the Securities Act of 1933, Borrower or any Restricted Subsidiary shall have made any Material Dispositionas amended, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; and (ii) even if during inconsistent with preceding clause (i), pro forma adjustments for cost savings (net of continuing associated expenses) to the extent such Test Period Borrower cost savings are factually supportable, are expected to have a continuing impact and have been realized or any Restricted Subsidiary are reasonably expected to be realized within 12 months following such transaction; provided that all such adjustments shall have made be set forth in a Material Acquisitionreasonably detailed certificate of a Financial Officer of the Borrowing Agent), Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basisusing, for purposes of making such Test Period calculations, the historical financial statements of Holdings and the Restricted Subsidiaries which shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) reformulated as if such Material Acquisition (transaction, and any other such transactions that have been consummated during the incurrence or assumption of any such Indebtedness) occurred period, had been consummated on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Periodperiod. For the purposes of this section, whenever Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretotransaction, the pro forma calculations shall be determined made in good faith by a Responsible Financial Officer of Borrowerthe Borrowing Agent. Comparable adjustments If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be made calculated as if the rate in connection effect on the calculation date had been the applicable rate for the entire period (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, interest on any determination Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of Annualized EBITDAsuch Indebtedness during the applicable period. 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 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.

Pro Forma Calculations. For (a) Any financial ratio or test or compliance with any covenants determined by reference to Consolidated EBITDA, Consolidated Net Tangible Assets or any component definition thereof shall be calculated in a manner prescribed by this Section 1.7. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the applicable period for purposes of calculating Annualized EBITDA such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended period for which the financial statements of Borrower and its Restricted Subsidiariesthe Consolidated Parties are available (as determined in good faith by the Borrower). (b) For purposes of determining compliance with any provision of this Agreement, on a consolidated basisincluding the determination of any financial ratio or test, for any period (a “Test Period”), Specified Transaction that has occurred (i) if at any time from during the applicable period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during subsequent to such Test Period Borrower period and prior to or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, simultaneously with the event for such Test Period shall be calculated after giving pro forma effect thereto (including which the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption determination of any such Indebtednessratio, test or compliance with covenants is being made shall be determined on a pro forma basis (including giving effect to those specified in accordance with the definitions of “Consolidated EBITDA” and “Consolidated Net Income” and any component definitions thereof) assuming that all such Specified Transactions (including such Specified Transaction for which such compliance is being determined) had occurred on the first day of such Test Period; and (iii) if during such Test Period the applicable period. If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into Borrower an Obligor or any Restricted Subsidiary since the beginning of such Test Period period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause this Section 1.7, then for purposes of determining compliance with any provision of this Agreement, including the determination of any financial ratio or test, such Specified Transactions shall be calculated to give pro forma effect thereto in accordance with this Section 1.7. (c) In the event that (x) any Obligor or Restricted Subsidiary incurs (including by assumption or guarantee) or repays or refinances (including by redemption, repayment, retirement, discharge, defeasance 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) or (y) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (i) during the applicable period or (ii) above if subsequent to the end of the applicable period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made by Borrower or a Restricted Subsidiary during compliance with any covenant is determined, then such Test Period, Annualized EBITDA financial ratio or test or determination of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period compliance shall be calculated after giving pro forma effect thereto to such incurrence or repayment of Indebtedness, or such issuance, refinancing or redemption of Disqualified Stock, in each case to the extent required, as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.same had 37 [[6024167]]

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “"Test Period”"), (i) if at any time from the period (a "Pro Forma Period") commencing on the first day of such Test Period and ending on the last day date which is ten days prior to the date of delivery of the Compliance Certificate in respect of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets, and Annualized Interest Expense for such Test Period shall be reduced by an amount equal to the Annualized Interest Expense for such Test Period attributable to any Indebtedness of Borrower or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged in connection with such Material Disposition (or, if the capital stock of any Restricted Subsidiary is sold (pursuant to a merger or otherwise), the Annualized Interest Expense for such Test Period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent Borrower and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Material Disposition); (ii) if during such Test Pro Forma Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Pro Forma Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Pro Forma Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Pro Forma Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and Acquisition, the amount of income or earnings related theretothereto and the amount of Annualized Interest Expense associated with any Indebtedness discharged or incurred in connection therewith, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. If any Indebtedness bears a floating rate of interest and the incurrence or assumption thereof is being given pro forma effect, the Annualized Interest Expense on such Indebtedness shall be calculated as if the rate in effect on the last day of the relevant Pro Forma Period had been the applicable rate for the entire relevant Test Period (taking into account any interest rate protection agreement applicable to such Indebtedness if such interest rate protection agreement has a remaining term in excess of 12 months). Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. For the purposes of calculating Annualized Adjusted EBITDA, Consolidated Total Assets and any financial ratios or tests, including the ratio of Net Funded Secured Debt to Adjusted EBITDA, Total Net Funded Debt to Adjusted EBITDA of Borrower and its Restricted Subsidiariescompliance with covenants determined by reference to Adjusted EBITDA or Consolidated Total Assets, on a consolidated basis, for any period Municipal Waste Contracts and Put-or-Pay Agreements that have been entered into and Specified Transactions (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made, in each case, (i) ​ ​ during the applicable period or (ii) subsequent to such Material Acquisition period and prior to or simultaneously with the event for which the calculation of Adjusted EBITDA, Consolidated Total Assets or any such ratio is made shall be calculated on a pro forma basis (x) assuming that all such Municipal Waste Contracts and Put-or-Pay Agreements shall have been entered into and all such Specified Transactions (and any increase or decrease in Adjusted EBITDA and Consolidated Total Assets and the incurrence or assumption of component financial definitions used therein attributable to any such IndebtednessSpecified Transaction) had occurred on the first day of such Test Period; the applicable period and (iiiy) if during including projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Test Period Municipal Waste Contracts and Put-or-Pay Agreements. If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Canadian Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into any Material Disposition Municipal Waste Contract or Material Acquisition Put-or-Pay Agreements or made any Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis section, Annualized then the financial ratios, Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Consolidated Total Assets shall be calculated after giving to give pro forma effect thereto as if such Material Disposition in accordance with this Section 1.7. For greater certainty, with respect to adjustments to Adjusted EBITDA with respect to any Municipal Waste Contract or Material Acquisition occurred Put-or-Pay Agreement, (a) Projected Run Rate EBITDA shall be used for each 12-month period commencing on the first later of (1) the date of execution of the contract and (2) nine months and one day prior to the Service Commencement Date and ending on that date which is three months after the Service Commencement Date, (b) for any 12-month period ending more than three months after the Service Commencement Date but not more than 15 months after the Service Commencement Date, actual EBITDA generated by and attributable to the relevant contract shall be included for each month which is more than three months after the Service Commencement Date and Projected Run Rate EBITDA, pro-rated for the balance of the relevant 12-month period, shall be used for each month in such period ended on the last day of the third month after the Service Commencement Date (such Test Periodthat Adjusted EBITDA determined at the end of the fourth month following the Service Commencement Date shall be the sum of actual EBITDA for such fourth month plus 11/12 of the 12-month Projected Run Rate EBITDA), and (c) for any 12-month period ending more than 15 months after the Service Commencement Date, only actual EBITDA shall be used and there shall be no adjustment with respect to the relevant contract. For To avoid duplication, the purposes actual EBITDA generated during the 12-month period ending three months after the Service Commencement Date shall be deducted from the calculation of this section, whenever Adjusted EBITDA for the relevant contract. Whenever pro forma effect is to be given to a Material Disposition Municipal Waste Contract, a Put-or-Pay Agreement or Material Acquisition and the amount of income or earnings related theretoa Specified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer of the Canadian Borrower and may include, for the avoidance of doubt, (x) projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Municipal Waste Contracts and Put-or-Pay Agreements and (y) the amount of “run rate” cost savings, operating expense reductions, restructuring charges and expenses and cost synergies projected by the Canadian Borrower in good faith to be realized as a result of specified actions taken or committed 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 cost synergies were realized during the entirety of such period) relating to such Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction, and “run rate” means the full recurring benefit for a period ​ ​ that is associated with any action taken or committed 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) with respect to clause (y) above, such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Canadian Borrower. Comparable adjustments ), (B) with respect to clause (y) above, such actions are taken or committed to be taken no later than eighteen (18) months after the date of such Specified Transaction or entry into such Municipal Waste Contract, (C) no amounts shall be added pursuant to this Section 1.1.5.1 to the extent duplicative of any amounts that are otherwise added back in computing Adjusted 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, amounts to be included in pro forma calculations pursuant to this section may be included in periods in which the Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to this section. In the event that the Canadian Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge, escrow or similar arrangements) any Indebtedness included in the calculations of the ratio of Net Funded Secured Debt to Adjusted EBITDA (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable period 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 the ratio of Net Funded Secured Debt to Adjusted EBITDA 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 period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date such calculation is being made had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness). Interest on Financial Leases and Other Leases shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Canadian Borrower to be the rate of interest implicit in connection such Financial Lease or Other Lease, as applicable, 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 rate actually chosen, or, if none, then based upon such optional rate chosen as the Canadian Borrower may designate. It is expressly understood and agreed that pro forma adjustments and calculations need not be prepared in compliance with Regulation S-X; provided that, to the extent any determination pro forma adjustments pursuant to this Section 1.1.5 are not in compliance with Regulation S-X, the aggregate amount of Annualized EBITDAsuch add-backs to Adjusted EBITDA shall be subject to the 20% limitation set forth in Section 1.1.5.1.10.