Common use of Certain Calculations Clause in Contracts

Certain Calculations. (a) [Reserved] (b) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio, shall be calculated in the manner prescribed by this Section 1.6. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended four fiscal quarter period of the Borrower with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b). (c) For purposes of calculating any financial ratio or test or relevant amount of Consolidated Adjusted EBITDA, the transaction or event for which the calculation of any such ratio or test or amount is made (and, to the extent applicable, the use of proceeds thereof and the incurrence or repayment of any Debt in connection therewith), as applicable, and all Specified Transactions that have been made (i) during the applicable Test Period and (ii) other than for purposes of determining actual compliance, and not compliance on a pro forma basis, with the Financial Covenants, subsequent to such Test Period and prior to or simultaneously with the transaction or event for which the calculation of any such ratio or test or amount is made shall be calculated on a pro forma basis assuming that such transaction or event and all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.6, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 1.6. (d) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements and cost synergies projected by the Borrower in good faith to be realized within twelve (12) months after the date of any merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to the applicable transaction, event or initiative and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day of such period (and during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Borrower in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months of the date of such merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative and (C) no amounts shall be added pursuant to this Section 1.6(d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that aggregate amounts of pro forma adjustments and other amounts included in the calculation of “Consolidated Adjusted EBITDA” pursuant to this Section 1.6(d), together with aggregate amounts added to “Consolidated Adjusted EBITDA” pursuant to clause (i) of the definition thereof, shall not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” (prior to giving effect to the amounts added pursuant to this Section 1.6(d) or such clause (i)). (e) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower.

Certain Calculations. (a) [Reserved] (b) Notwithstanding anything to the contrary hereinin this Indenture, financial ratios unless the context otherwise requires, for purposes of determining compliance with any test contained in this Indenture with respect to any period during which any Specified Transactions occur or, subsequent to such period and testsprior to or simultaneously with the event for which the calculation is made, including the Total Net First Lien Leverage Ratio, the Net Secured Leverage Ratio, the Net Total Leverage Ratio and Consolidated EBITDA and any other financial calculation shall be calculated with respect to such period and such Specified Transactions on a “pro forma basis” and shall be calculated for the applicable period of measurement based on the most recently completed period of four consecutive fiscal quarters for which internal financial statements are available immediately preceding the date of such event; provided, that for the avoidance of doubt, the amount of Consolidated Net Income available for Restricted Payments under Section 4.07(a) shall not be calculated on a “pro forma basis.” (b) For all purposes under this Indenture, with respect to compliance with any test for an applicable period of measurement that is calculated on a “pro forma basis” or after giving “pro forma effect,” (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the manner prescribed case of a balance sheet item) in such test: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Issuer or any asset of the Issuer or any of its Restricted Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this Section 1.6. Whenever definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, (1) without limiting the application of the Pro Forma Adjustment pursuant to clause (A) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of “Consolidated EBITDA” and give effect to events (including cost savings, synergies and operating expense reductions) that are (as determined by the Issuer in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a financial continuing impact on the Issuer and its Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of “Pro Forma Adjustment” and (2) in connection with any Specified Transaction that is the incurrence of Indebtedness in respect of which compliance with any specified leverage ratio or test is by the terms of this Indenture required to be calculated on a pro forma basis, (I) the reference to the “Test Period” for purposes proceeds of calculating such financial ratio or test Indebtedness shall not be deemed to be a reference to, and shall be based on, the most recently ended four fiscal quarter period of the Borrower with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b). (c) For purposes of calculating any financial ratio or test or relevant amount of Consolidated Adjusted EBITDA, the transaction or event for which netted from Indebtedness in the calculation of any the applicable leverage ratio test and (II) if such ratio or test or amount Indebtedness is made (anda revolving facility, to the extent applicable, the use of proceeds thereof and the incurrence or repayment of any Debt indebtedness in connection therewith), as applicable, and all Specified Transactions that have been made (i) during the applicable Test Period and (ii) other than for purposes respect of determining actual compliance, and not compliance on a pro forma basis, with the Financial Covenants, subsequent to such Test Period and revolving facility included in such incurrence test calculation immediately prior to or simultaneously with the transaction or event incurrence of such indebtedness for which the pro forma calculation of any such ratio or test or amount is being made and/or any drawing under any revolving facilities used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer), shall be calculated disregarded but, for avoidance of doubt, shall thereafter be included in any future calculations after giving effect to any prepayments or other Specified Transactions with respect thereto. (c) The Issuer may elect, pursuant to an Officer’s Certificate delivered to the Trustee not later than 30 days after entering into any commitment providing for the incurrence of Indebtedness, that all or any portion of the Indebtedness that could be incurred under such commitment at the time such commitment is entered into shall be treated as incurred and outstanding in such amount for all purposes of the calculation (whether or not such Indebtedness is outstanding at the time such commitment is entered into) for so long as such commitments are outstanding or until the Issuer revokes such election, and any subsequent incurrence of such Indebtedness under such commitment (including upon repayment and reborrowing) shall not be deemed, for purposes of any such calculation, to be the incurrence of Indebtedness at such subsequent time. (d) Notwithstanding anything to the contrary in this Indenture: (1) with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a pro forma basis assuming that such transaction or event and all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day provision of the applicable Test Period. If since same section of this Indenture that does not require compliance with a financial ratio or test (including, without limitation, any Net First Lien Leverage Ratio test, any Net Secured Leverage Ratio test and/or any Net Total Leverage Ratio test) (any such amounts, the beginning “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of the same section of this Indenture that requires compliance with any applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.6, then such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that, for purposes of this Indenture, the Fixed Amounts under such section and any substantially concurrent borrowings under the ABL Facility (and any cash proceeds thereof) shall be calculated disregarded in the calculation of the financial ratio or test applicable to give pro forma effect thereto the Incurrence Based Amounts in accordance connection with this Section 1.6.such substantially concurrent incurrence; (d2) Whenever pro forma effect is for purposes of calculating any leverage ratio in this Indenture in connection with the incurrence of any Indebtedness, there shall be no netting of the cash proceeds proposed to be given to received in connection with the incurrence of such Indebtedness; and (3) for the purposes of calculating any leverage ratio in this Indenture, any amount in a Specified Transaction, the pro forma calculations currency other than U.S. dollars shall be made converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in good faith by a responsible financial or accounting officer of manner consistent with that used in calculating Consolidated EBITDA for the Borrower and include, for applicable period. For the avoidance of doubt, the amount of cost savingsTrustee shall have no responsibility whatsoever to make, operating expense reductionsto monitor, other operating improvements and cost synergies projected by the Borrower or in good faith to be realized within twelve (12) months after the date of any merger or other business combinationmanner whatsoever in respect of, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to the applicable transaction, event or initiative and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day of such period (and during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Borrower in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months of the date of such merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative and (C) no amounts shall be added pursuant to this Section 1.6(d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that aggregate amounts of pro forma adjustments and other amounts included in the calculation of “Consolidated Adjusted EBITDA” pursuant to this Section 1.6(d), together with aggregate amounts added to “Consolidated Adjusted EBITDA” pursuant to clause (i) of the definition thereof, shall not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” (prior to giving effect to the amounts added pursuant to this Section 1.6(d) or such clause (i))calculations. (e) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower.

Certain Calculations. (a) [Reserved] (b) Notwithstanding anything All pro forma computations required to the contrary hereinbe made hereunder giving effect to any acquisition permitted hereunder, financial ratios and testsDisposition or issuance, including the Total Net Leverage Ratio, incurrence or assumption of Indebtedness shall be calculated in after giving effect to such acquisition, Disposition, designation or issuance, incurrence or assumption of Indebtedness as if such transaction had occurred on the manner prescribed by this Section 1.6. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended four fiscal quarter period first day of the Borrower with respect to which financial statements have beenapplicable Measurement Period, or were required to have been, delivered pursuant to Section 5.2(a) or (b). (c) For purposes of calculating any financial ratio or test or relevant amount of Consolidated Adjusted EBITDA, the transaction or event for which the calculation of any such ratio or test or amount is made (and, to the extent applicable, the use of proceeds thereof historical earnings and cash flows associated with the assets acquired or disposed of, any related incurrence or repayment reduction of Indebtedness. If any Debt 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 connection therewitheffect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Contract applicable to such Indebtedness). (b) For purposes of calculating the Consolidated Fixed Charge Coverage Ratio and Consolidated Leverage Ratio, as applicableacquisitions, and all Specified Transactions Dispositions, designations or issuances, incurrences or assumptions of Indebtedness that have been made by any Loan Party during a Measurement Period or (i) during the applicable Test Period and (ii) other than for purposes of determining actual compliance, and not compliance on a pro forma basis, with the Financial Covenants, Section 7.11) subsequent to such Test Measurement Period and on or prior to or simultaneously with the transaction or event for which the calculation date of any such ratio or test or amount is made determination shall be calculated on a pro forma basis assuming that such transaction or event and all such Specified Transactions (and any increase acquisitions, Dispositions, designations or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) issuances, incurrences or assumptions of Indebtedness had occurred on the first day of such Measurement Period. (c) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 7.11 or any Consolidated Leverage Ratio test) and/or the amount of Consolidated EBITDA or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (such action, a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrowers (an “LCT Election”), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment (the applicable date, the “LCT Test PeriodDate”), in each case, after giving effect to the relevant acquisition on a pro forma basis. If since the beginning Borrowers have made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any applicable financial ratio or test and/or the amount of Consolidated EBITDA with respect to the incurrence of Indebtedness or Liens on or following the relevant LCT Test Period any Person that subsequently became a Subsidiary Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or was merged, amalgamated the definitive agreement for such Limited Condition Transaction is terminated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning expires without consummation of such Test Period shall have made Limited Condition Transaction, compliance with any Specified Transaction that would have required adjustment pursuant to this Section 1.6, then such financial ratio or test and/or amount of Consolidated EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 1.6. (d) Whenever pro forma effect is to be given to a Specified Transaction, tested by calculating the pro forma calculations shall be made in good faith by a responsible availability under such financial ratio or accounting officer of the Borrower and include, for the avoidance of doubt, test and/or the amount of cost savingsConsolidated EBITDA, operating expense reductionsas applicable, other operating improvements and cost synergies projected by the Borrower in good faith to be realized within twelve (12) months after the date of any merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to the applicable transaction, event or initiative and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though assuming such cost savings, operating expense reductions, Limited Condition Transaction and any other operating improvements transactions in connection therewith have been consummated (including any incurrence of Indebtedness and cost synergies had been realized on the first day use of such period (and during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Borrower in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months of the date of such merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative and (C) no amounts shall be added pursuant to this Section 1.6(d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that aggregate amounts of pro forma adjustments and other amounts included in the calculation of “Consolidated Adjusted EBITDA” pursuant to this Section 1.6(d), together with aggregate amounts added to “Consolidated Adjusted EBITDA” pursuant to clause (i) of the definition proceeds thereof, shall not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” (prior to giving effect to the amounts added pursuant to this Section 1.6(d) or such clause (i)). (e) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower.

Certain Calculations. (a) [Reserved] (b) Notwithstanding anything to the contrary herein, financial ratios unless the context otherwise requires, for purposes of determining compliance with any test contained in this Agreement with respect to any period during which any Specified Transactions occur or, subsequent to such period and testsprior to or simultaneously with the event for which the calculation is made, including the Total Net Consolidated Leverage Ratio, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Fixed Charge Coverage Ratio and EBITDA and any other financial calculation shall be calculated with respect to such period and such Specified Transactions on a “pro forma basis” and shall be calculated for the applicable period of measurement for which quarterly or fiscal year-end financial statements are internally available, as determined by the Borrower, immediately preceding the date of such event (which may, at the Borrower’s election, be the most recently ended twelve months); provided, that for the avoidance of doubt, the amount of Consolidated Net Income available for Restricted Payments pursuant to Section 7.06(a), Consolidated Net Income shall not be calculated on a “pro forma basis”. (b) For all purposes hereunder, with respect to compliance with any test for an applicable period of measurement that is calculated on a “pro forma basis” or after giving “pro forma effect”, (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the manner prescribed case of a balance sheet item) in such test: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Borrower or any asset of the Borrower or any of its Restricted Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this Section 1.6. Whenever definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, (1) without limiting the application of the Pro Forma Adjustment pursuant to clause (A) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of “EBITDA” and give effect to events (including cost savings, synergies and operating expense reductions) that are (as determined by the Borrower in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a financial continuing impact on the Borrower and its Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of “Pro Forma Adjustment” and (2) in connection with any Specified Transaction that is the incurrence of Indebtedness in respect of which compliance with any specified leverage ratio or test is by the terms of this Agreement required to be calculated on a pro forma basis, (I) the reference to the “Test Period” for purposes proceeds of calculating such financial ratio or test Indebtedness shall not be deemed to be a reference to, and shall be based on, the most recently ended four fiscal quarter period of the Borrower with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b). (c) For purposes of calculating any financial ratio or test or relevant amount of Consolidated Adjusted EBITDA, the transaction or event for which netted from Indebtedness in the calculation of any the applicable leverage ratio test and (II) if such ratio or test or amount Indebtedness is made (anda revolving facility, to the extent applicable, the use of proceeds thereof and the incurrence or repayment of any Debt indebtedness in connection therewith), as applicable, and all Specified Transactions that have been made (i) during the applicable Test Period and (ii) other than for purposes respect of determining actual compliance, and not compliance on a pro forma basis, with the Financial Covenants, subsequent to such Test Period and revolving facility included in such incurrence test calculation immediately prior to or simultaneously with the transaction or event incurrence of such indebtedness for which the pro forma calculation of any such ratio or test or amount is being made and/or any drawing under any revolving facilities used to finance working capital needs of the Borrower and its Restricted Subsidiaries (as reasonably determined by the Borrower), shall be calculated disregarded but, for avoidance of doubt, shall thereafter be included in any future calculations after giving effect to any prepayments or other Specified Transactions with respect thereto. (c) The Borrower may elect, pursuant to an Officer’s Certificate delivered to the Administrative Agent not later than 30 days after entering into any commitment providing for the incurrence of Indebtedness, that all or any portion of the Indebtedness that could be incurred under such commitment at the time such commitment is entered into shall be treated as incurred and outstanding in such amount for all purposes of the calculation (whether or not such Consolidated Indebtedness is outstanding at the time such commitment is entered into) for so long as such commitments are outstanding or until the Borrower revokes such election, and any subsequent incurrence of such Consolidated Indebtedness under such commitment (including upon repayment and reborrowing) shall not be deemed, for purposes of any such calculation, to be the incurrence of Indebtedness at such subsequent time. (d) Notwithstanding anything to the contrary in this Agreement: (i) with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a pro forma basis assuming that such transaction or event and all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day provision of the applicable Test Period. If since same section of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Consolidated First Lien Leverage Ratio, any Consolidated Secured Leverage Ratio and/or any Consolidated Leverage Ratio test) (any such amounts, the beginning “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of the same section of this Agreement that requires compliance with any applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.6, then such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that, for purposes of this Agreement, the Fixed Amounts under such section (and any cash proceeds thereof) shall be calculated disregarded in the calculation of the financial ratio or test applicable to give pro forma effect thereto the Incurrence Based Amounts in accordance connection with this Section 1.6.such substantially concurrent incurrence; (dii) Whenever pro forma effect is for purposes of calculating any leverage ratio in this Agreement in connection with the incurrence of any Indebtedness, (a) there shall be no netting of the cash proceeds proposed to be given to a Specified Transaction, received in connection with the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements and cost synergies projected by the Borrower in good faith to be realized within twelve (12) months after the date of any merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to the applicable transaction, event or initiative and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day incurrence of such period (and during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Borrower in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months of the date of such merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative Indebtedness and (C) no amounts shall be added pursuant to this Section 1.6(db) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDAthe Indebtedness to be incurred is revolving Indebtedness, whether through a pro forma adjustment such incurred revolving Indebtedness (or otherwiseif applicable, with respect to the portion (and only such period; provided that aggregate amounts of pro forma adjustments and other amounts included in the calculation of “Consolidated Adjusted EBITDA” pursuant to this Section 1.6(d), together with aggregate amounts added to “Consolidated Adjusted EBITDA” pursuant to clause (iportion) of the definition thereofincreased commitments thereunder) shall be treated as fully drawn; and (iii) for the purposes of calculating any leverage ratio in this Agreement, shall not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” (any amount in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to giving effect to the amounts added pursuant to this Section 1.6(d) or such clause (i))date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period. (e) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower.

Certain Calculations. (a) [Reserved] (b) Notwithstanding anything All pro forma computations required to the contrary hereinbe made hereunder giving effect to any acquisition permitted hereunder, financial ratios and testsDisposition or issuance, including the Total Net Leverage Ratio, incurrence or assumption of Indebtedness shall be calculated in after giving effect to such acquisition, Disposition, designation or issuance, incurrence or assumption of Indebtedness as if such transaction had occurred on the manner prescribed by this Section 1.6. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended four fiscal quarter period first day of the Borrower with respect to which financial statements have beenapplicable Measurement Period, or were required to have been, delivered pursuant to Section 5.2(a) or (b). (c) For purposes of calculating any financial ratio or test or relevant amount of Consolidated Adjusted EBITDA, the transaction or event for which the calculation of any such ratio or test or amount is made (and, to the extent applicable, the use of proceeds thereof historical earnings and cash flows associated with the assets acquired or disposed of, any related incurrence or repayment reduction of Indebtedness. If any Debt 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 connection therewitheffect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Contract applicable to such Indebtedness). (b) For purposes of calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio, as applicableacquisitions, and all Specified Transactions Dispositions, designations or issuances, incurrences or assumptions of Indebtedness that have been made by any Loan Party during a Measurement Period or (i) during the applicable Test Period and (ii) other than for purposes of determining actual compliance, and not compliance on a pro forma basis, with the Financial Covenants, Section 7.11) subsequent to such Test Measurement Period and on or prior to or simultaneously with the transaction or event for which the calculation date of any such ratio or test or amount is made determination shall be calculated on a pro forma basis assuming that such transaction or event and all such Specified Transactions (and any increase acquisitions, Dispositions, designations or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) issuances, incurrences or assumptions of Indebtedness had occurred on the first day of such Measurement Period. (c) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 7.11 or any Consolidated Leverage Ratio test) and/or the amount of Consolidated EBITDA or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (such action, a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrowers (an “LCT Election”), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment (the applicable date, the “LCT Test PeriodDate”), in each case, after giving effect to the relevant acquisition on a pro forma basis. If since the beginning Borrowers have made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any applicable financial ratio or test and/or the amount of Consolidated EBITDA with respect to the incurrence of Indebtedness or Liens on or following the relevant LCT Test Period any Person that subsequently became a Subsidiary Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or was merged, amalgamated the definitive agreement for such Limited Condition Transaction is terminated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning expires without consummation of such Test Period shall have made Limited Condition Transaction, compliance with any Specified Transaction that would have required adjustment pursuant to this Section 1.6, then such financial ratio or test and/or amount of Consolidated EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 1.6. (d) Whenever pro forma effect is to be given to a Specified Transaction, tested by calculating the pro forma calculations shall be made in good faith by a responsible availability under such financial ratio or accounting officer of the Borrower and include, for the avoidance of doubt, test and/or the amount of cost savingsConsolidated EBITDA, operating expense reductionsas applicable, other operating improvements and cost synergies projected by the Borrower in good faith to be realized within twelve (12) months after the date of any merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to the applicable transaction, event or initiative and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though assuming such cost savings, operating expense reductions, Limited Condition Transaction and any other operating improvements transactions in connection therewith have been consummated (including any incurrence of Indebtedness and cost synergies had been realized on the first day use of such period (and during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Borrower in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months of the date of such merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative and (C) no amounts shall be added pursuant to this Section 1.6(d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that aggregate amounts of pro forma adjustments and other amounts included in the calculation of “Consolidated Adjusted EBITDA” pursuant to this Section 1.6(d), together with aggregate amounts added to “Consolidated Adjusted EBITDA” pursuant to clause (i) of the definition proceeds thereof, shall not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” (prior to giving effect to the amounts added pursuant to this Section 1.6(d) or such clause (i)). (e) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower.

Certain Calculations. (a) [Reserved] For purposes of (bi) Notwithstanding anything to determining compliance with the contrary herein, Leverage Covenant or Pro Forma Compliance at any time or (ii) the calculation of any financial ratios or tests (including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and tests, including the Total Net Leverage Ratio, shall be calculated in the manner prescribed by this Section 1.6. Whenever a financial ratio or test is to be calculated on a pro forma basis) (collectively, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based onApplicable Calculations”), the most recently ended four fiscal quarter period of the Borrower with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b). (c) For purposes of calculating any financial ratio or test or relevant amount of Consolidated Adjusted EBITDA, the transaction or event for which the calculation of any such ratio or test or amount is made (and, to the extent applicable, the use of proceeds thereof and the incurrence or repayment of any Debt in connection therewith), as applicable, and all Specified Transactions that have been made (i) during the applicable Test Period and (ii) other than for purposes of determining actual compliance, and not compliance on a pro forma basis, with the Financial Covenants, subsequent to such Test Period and prior to or simultaneously with the transaction or event for which the calculation of any such ratio or test or amount is made following shall be calculated on a pro forma basis assuming that such transaction or event and all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.6, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 1.6. (d) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements and cost synergies projected by the Borrower in good faith to be realized within twelve (12) months after the date of any merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to the applicable transaction, event or initiative and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day of such period (and during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Borrower in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months of the date of such merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative and (C) no amounts shall be added pursuant to this Section 1.6(d) apply except to the extent duplicative of any amounts that are other adjustments pursuant to this Section 1.04 or to the extent duplicative of any expenses or charges otherwise added back in computing to Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, for such period, event or circumstance, as applicable, and except that when calculating actual compliance (and not Pro Forma Compliance) with respect the Leverage Covenant, the events described in this Section 1.04 that occurred subsequent to the end of the applicable Calculation Period shall be given Pro Forma Effect. (a) In the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases, retires, extinguishes or otherwise discharges any Indebtedness subsequent to the commencement of the Calculation Period for which the Applicable Calculations are being calculated and on or prior to the date on which the event for which the Applicable Calculations are being calculated occurs or as of which the calculation is otherwise made (the “Pro Forma Calculation Date”), then the Applicable Calculations will be calculated giving Pro Forma Effect to such periodincurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance, retirement, extinguishment or other discharge of Indebtedness, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable Calculation Period; provided that aggregate amounts in calculating the Total Net Leverage Ratio as of pro forma adjustments and other amounts included in the calculation Pro Forma Calculation Date or the last day of “Consolidated Adjusted EBITDA” the Calculation Period, the amount of outstanding Indebtedness shall be calculated based upon the amount outstanding as of the Pro Forma Calculation Date or such last day of the Calculation Period, as the case may be, giving Pro Forma Effect to the incurrence or repayment of any such Indebtedness on such date. (b) If since the beginning of the Calculation Period any person (that subsequently became a Restricted Subsidiary of any Borrower or was merged with or into any Borrower or any Restricted Subsidiary of any Borrower since the beginning of such period) shall have made any transaction that would have required adjustment pursuant to this Section 1.6(d)1.04, together with aggregate amounts added to “Consolidated Adjusted EBITDA” pursuant to clause (i) then the Applicable Calculations shall be calculated giving Pro Forma Effect thereto for such period as if such transaction had occurred at the beginning of the definition thereofapplicable Calculation Period. (c) In calculating the Applicable Calculations, shall any person that is a Restricted Subsidiary on the applicable Pro Forma Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such Calculation Period. (d) In calculating the Applicable Calculations, any person that is not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” (prior a Restricted Subsidiary on the applicable Pro Forma Calculation Date will be deemed not to giving effect to the amounts added pursuant to this Section 1.6(d) or have been a Restricted Subsidiary at any time during such clause (i))Calculation Period. (e) Whenever pro forma effect For purposes of determining Pro Forma Compliance if such calculation is being performed prior to the last day of the first Calculation Period for which the Leverage Covenant is required to be given satisfied, the levels required for such first Calculation Period shall be deemed to apply in determining compliance with such covenant. (f) In calculating the Applicable Calculations, Unrestricted Subsidiaries shall be disregarded. (g) For purposes of determining the permissibility of any action, change, transaction or event that by the terms of the Loan Documents requires a Specified calculation of any financial ratio or test (including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio), such financial ratio or test shall, except as expressly permitted under this Agreement, be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (h) Notwithstanding anything to the contrary herein, when (a) calculating any applicable ratio, Consolidated Net Income or Consolidated EBITDA in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Asset Sale, the making of an Investment or the making of a Restricted Payment, (b) determining compliance with any provision of this Agreement which requires that no Event of Default has occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representation or warranties set forth herein or (d) determining the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the creation of Liens, the making of any Asset Sale, the making of an Investment or the making of a Restricted Payment, in each case in connection with a Limited Condition Transaction, the pro forma calculations date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election,” which LCT Election may be in respect of one or more of clauses (a), (b), (c) and (d) above), be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent Calculation Period ending prior to the LCT Test Date for which financial statements have been (or are required to be) delivered pursuant to Section 5.04, the Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be made deemed to have been complied with, unless an Event of Default pursuant to paragraph (b) or (c) of Article VII, or, solely with respect to the Borrower, paragraph (g) or (h) of Article VII shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in good faith by a responsible financial such ratio (including due to fluctuations in Consolidated EBITDA or accounting officer other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Condition Transactions, such ratios and other provisions will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction, unless, other than if an Event of Default pursuant to paragraph (b) or (c) of Article VII, or, solely with respect to the Borrower, paragraph (g) or (h) of Article VII, shall be continuing on such date, the Borrower elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Transaction is consummated. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket availability or compliance with any other provision hereunder (other than actual compliance with the Leverage Covenant) on or following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction or the date the Borrower makes an election pursuant to clause (ii) of the immediately preceding sentence, any such ratio, basket or compliance with any other provision hereunder shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified Stock, and the use of proceeds thereof) had been consummated on the LCT Test Date; provided that for purposes of any Restricted Payment or payment of Indebtedness, such ratio, basket or compliance with any other provision hereunder shall also be tested as if such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified Stock, and the use of proceeds thereof) had not been consummated. (i) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio (including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of the Incurrence-Based Amounts.

Certain Calculations. (a) [Reserved] (b) Notwithstanding anything to the contrary hereinin this Indenture, financial ratios unless the context otherwise requires, for purposes of determining compliance with any test contained in this Indenture with respect to any period during which any Specified Transactions occur or, subsequent to such period and testsprior to or simultaneously with the event for which the calculation is made, including the Total Net Consolidated Leverage Ratio, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Fixed Charge Coverage Ratio and EBITDA and any other financial calculation shall be calculated with respect to such period and such Specified Transactions on a “pro forma basis” and shall be calculated for the applicable period of measurement (which may, at the Issuer’s election, be the most recently ended twelve months) for which quarterly or fiscal year-end financial statements are internally available, as determined by the Issuer, immediately preceding the date of such event; provided that for the avoidance of doubt, the amount of Consolidated Net Income available for Restricted Payments under Section 4.07(a) shall not be calculated on a “pro forma basis.” (b) For all purposes under this Indenture, with respect to compliance with any test for an applicable period of measurement that is calculated on a “pro forma basis” or after giving “pro forma effect,” (i) to the extent applicable, the Pro Forma Adjustment shall have been made and (ii) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the manner prescribed case of a balance sheet item) in such test: (A) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (x) in the case of a disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Issuer or any asset of the Issuer or any of its Restricted Subsidiaries, shall be excluded, and (y) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included; (B) any retirement of Indebtedness; and (C) any Indebtedness incurred or assumed by the Issuer or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this Section 1.6. Whenever definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, (x) without limiting the application of the Pro Forma Adjustment pursuant to clause (i) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of “EBITDA” and give effect to events (including cost savings, synergies and operating expense reductions) that are (as determined by the Issuer in good faith) (1) (a) directly attributable to such transaction, (b) expected to have a financial continuing impact on the Issuer and its Restricted Subsidiaries and (c) factually supportable or (2) otherwise consistent with the definition of “Pro Forma Adjustment” and (y) in connection with any Specified Transaction that is the Incurrence of Indebtedness in respect of which compliance with any specified leverage ratio or test is by the terms of this Indenture required to be calculated on a pro forma basis, (1) the reference to the “Test Period” for purposes proceeds of calculating such financial ratio or test Indebtedness shall not be deemed to be a reference to, and shall be based on, the most recently ended four fiscal quarter period of the Borrower with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b). (c) For purposes of calculating any financial ratio or test or relevant amount of Consolidated Adjusted EBITDA, the transaction or event for which netted from Indebtedness in the calculation of any the applicable leverage ratio test and (2) if such ratio or test or amount Indebtedness is made (anda revolving facility, to the extent applicable, the use of proceeds thereof and the incurrence or repayment of any Debt indebtedness in connection therewith), as applicable, and all Specified Transactions that have been made (i) during the applicable Test Period and (ii) other than for purposes respect of determining actual compliance, and not compliance on a pro forma basis, with the Financial Covenants, subsequent to such Test Period and revolving facility included in such incurrence test calculation immediately prior to or simultaneously with the transaction or event incurrence of such indebtedness for which the pro forma calculation of any such ratio or test or amount is being made and/or any drawing under any revolving facilities used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer), shall be calculated disregarded but, for avoidance of doubt, shall thereafter be included in any future calculations after giving effect to any prepayments or other Specified Transactions with respect thereto. (c) The Issuer may elect, pursuant to an Officer’s Certificate delivered to the Trustee not later than 30 days after entering into any commitment providing for the incurrence of Indebtedness, that all or any portion of the Indebtedness that could be incurred under such commitment at the time such commitment is entered into shall be treated as incurred and outstanding in such amount for all purposes of the calculation (whether or not such Indebtedness is outstanding at the time such commitment is entered into) for so long as such commitments are outstanding or until the Issuer revokes such election, and any subsequent incurrence of such Indebtedness under such commitment (including upon repayment and reborrowing) shall not be deemed, for purposes of any such calculation, to be the incurrence of Indebtedness at such subsequent time. (d) Notwithstanding anything to the contrary in this Indenture: (i) with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a pro forma basis assuming that such transaction or event and all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day provision of the applicable Test Period. If since same section of this Indenture that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Consolidated First Lien Leverage Ratio test, any Consolidated Secured Leverage Ratio test and/or any Consolidated Leverage Ratio test) (any such amounts, the beginning “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of the same section of this Indenture that requires compliance with any applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.6, then such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that, for purposes of this Indenture, the Fixed Amounts under such section and any substantially concurrent borrowings under the revolving credit facility under the Senior Secured Credit Facilities (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence; (ii) for purposes of calculating any leverage ratio in this Indenture in connection with the Incurrence of any Indebtedness, (A) there shall be no netting of the cash proceeds proposed to be received in connection with the Incurrence of such Indebtedness and (B) to the extent the Indebtedness to be Incurred is revolving Indebtedness, such Incurred revolving Indebtedness (or if applicable, the portion (and only such portion) of the increased commitments thereunder) shall be treated as fully drawn; and (iii) for the purposes of calculating any leverage ratio in this Indenture, any amount in a currency other than U.S. dollars shall be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period. (e) in the event that the Issuer or a Restricted Subsidiary (x) incurs Indebtedness to finance an acquisition or (y) assumes Indebtedness of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture, the date of determination of the Fixed Charge Coverage Ratio, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Leverage Ratio, as applicable, shall, at the option of the Issuer, be: (i) the date that a definitive agreement for such acquisition is entered into and the Fixed Charge Coverage Ratio, the Consolidated First Lien Leverage Ratio, Consolidated Secured Leverage Ratio or the Consolidated Leverage Ratio, as applicable, shall be calculated to give giving pro forma effect to such acquisition and any actions or transactions related thereto in accordance with this Section 1.6. (d) Whenever pro forma effect is to be given to a Specified Transactionincluding acquisitions, Investments, the pro forma calculations shall be made in good faith by a responsible financial Incurrence or accounting officer issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) consistent with the definition of the Borrower and includeFixed Charge Coverage Ratio, the Consolidated First Lien Leverage Ratio, Consolidated Secured Leverage Ratio or the Consolidated Leverage Ratio, as applicable, and, for the avoidance of doubt, (A) if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in the amount EBITDA of cost savingsthe Issuer or the target company) at or prior to the consummation of the relevant acquisition, operating expense reductionssuch ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether such acquisition and any related transactions are permitted hereunder and (B) such ratios shall not be tested at the time of consummation of such acquisition or related transactions; provided, other operating improvements further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement, (1) any such transaction shall be deemed to have occurred on the date the definitive agreement is entered into and cost synergies projected by the Borrower in good faith to be realized within twelve (12) months outstanding thereafter for purposes of calculating any ratios under this Indenture after the date of any merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to agreement and before the applicable transaction, event or initiative and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day of such period (and during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Borrower in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months earlier of the date of consummation of such merger acquisition or other business combination, acquisition, divestiture, restructuring the date such agreement is terminated or cost saving initiative or other similar initiative expires without consummation of such acquisition and (C) no amounts shall be added pursuant to this Section 1.6(d2) to the extent duplicative any covenant baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized until the earlier of the date of consummation of such acquisition or the date such agreement is terminated or expires without consummation of such acquisition, but any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment calculation of EBITDA for purposes of other incurrences of Indebtedness or otherwise, with respect Liens or making of Restricted Payments (not related to such period; provided that aggregate amounts of pro forma adjustments and other amounts included in the calculation of “Consolidated Adjusted EBITDA” pursuant to this Section 1.6(d), together with aggregate amounts added to “Consolidated Adjusted EBITDA” pursuant to clause (iacquisition) of the definition thereof, shall not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” reflect such acquisition until it has been consummated, or (prior to giving effect to ii) the amounts added pursuant to this Section 1.6(d) date such Indebtedness is Incurred or such clause (i))assumed. (e) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower.

Certain Calculations. (a) [Reserved]For purposes of (i) determining compliance with the financial covenants set forth in Section 6.09, including pursuant to clause (ii) of the definition of “Permitted Acquisitions,” the definition of “Unrestricted Subsidiary”, Section 2.20(b)(iii), Section 6.01(m) and Section 6.07(d) and (ii) the calculation of the Total Leverage Ratio for purposes of the definition of “Applicable ECF Percentage” (collectively, the “Applicable Calculations”), the following shall apply, except that when calculating compliance with the financial covenants set forth in Section 6.09 on an actual basis (but not when giving Pro Forma Effect to a Permitted Acquisition pursuant to clause (ii) of the definition of “Permitted Acquisitions”) and calculating the Total Leverage Ratio for purposes of the definition of “Applicable ECF Percentage,” the events described in this Section 1.04 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect. (b) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio, If any Subject Transaction (other than Subject Transactions covered by Section 1.04(c)) shall be calculated in the manner prescribed by this Section 1.6. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended four fiscal quarter period of the Borrower with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b). (c) For purposes of calculating any financial ratio or test or relevant amount of Consolidated Adjusted EBITDA, the transaction or event for which the calculation of any such ratio or test or amount is made (and, to the extent applicable, the use of proceeds thereof and the incurrence or repayment of any Debt in connection therewith), as applicable, and all Specified Transactions that have been made (i) occurred during the applicable Test Period and (ii) other than for purposes of determining actual compliance, and not compliance on a pro forma basis, with the Financial Covenants, or subsequent to such Test Period and on or prior to or simultaneously with the transaction or event for which applicable Calculation Date (as hereinafter defined), the calculation of any such ratio or test or amount is made Applicable Calculations shall be calculated on a pro forma basis assuming that with respect to such transaction or event and all period giving Pro Forma Effect to such Specified Transactions Subject Transaction, including Pro Forma Cost Savings (and the change in any increase or decrease in associated Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) resulting therefrom), as if they had occurred on the first day of the Test Period. (c) In the event that Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases, retires, extinguishes or otherwise discharges any Indebtedness subsequent to the commencement of the Test Period for which the Applicable Calculations are being calculated and on or prior to the date on which the event for which the Applicable Calculations are being calculated occurs or as of which the calculation is otherwise made (the “Calculation Date”), then the Applicable Calculations will be calculated giving Pro Forma Effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance, retirement, extinguishment or other discharge of Indebtedness (and any change in Consolidated Interest Expense resulting therefrom), and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable Test Period. , provided that (i) in calculating the Cash Interest Coverage Ratio no Pro Forma Effect shall be given to the incurrence or repayment of working capital borrowings, unless such Indebtedness has been permanently repaid and (ii) in calculating the Total Leverage Ratio as of the Calculation Date or the last day of the Test Period, the amount of outstanding Consolidated Indebtedness shall be calculated based upon the amount outstanding as of the Calculation Date or such last day of the Test Period, as the case may be, giving Pro Forma Effect to the incurrence or repayment of any such Indebtedness on such date. (d) If since the beginning of any applicable the Test Period any Person person (that subsequently became a Restricted Subsidiary of Borrower or was merged, amalgamated or consolidated merged with or into the Borrower or any Restricted Subsidiary of its Subsidiaries Borrower since the beginning of such Test Period period) shall have made any Specified Transaction transaction that would have required adjustment pursuant to this Section 1.61.04, then such financial ratio or test the Applicable Calculations shall be calculated to give pro forma effect giving Pro Forma Effect thereto in accordance with this Section 1.6. (d) Whenever pro forma effect is to be given to a Specified Transaction, for such period as if such transaction had occurred at the pro forma calculations shall be made in good faith by a responsible financial or accounting officer beginning of the Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements and cost synergies projected by the Borrower in good faith to be realized within twelve (12) months after the date of any merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to the applicable transaction, event or initiative and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day of such period (and during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Borrower in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months of the date of such merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative and (C) no amounts shall be added pursuant to this Section 1.6(d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that aggregate amounts of pro forma adjustments and other amounts included in the calculation of “Consolidated Adjusted EBITDA” pursuant to this Section 1.6(d), together with aggregate amounts added to “Consolidated Adjusted EBITDA” pursuant to clause (i) of the definition thereof, shall not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” (prior to giving effect to the amounts added pursuant to this Section 1.6(d) or such clause (i))Test Period. (e) Whenever pro forma In calculating the Applicable Calculations, any Person that is a Restricted Subsidiary of Borrower on the applicable Calculation Date will be deemed to have been a Restricted Subsidiary of Borrower at all times during such Test Period. (f) In calculating the Applicable Calculations, any Person that is not a Restricted Subsidiary of Borrower on the applicable Calculation Date will be deemed not to have been a Restricted Subsidiary of Borrower at any time during such Test Period. (g) In calculating the Applicable Calculations, if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the applicable Calculation Date had been the applicable rate for the entire period (after giving effect to the operation of any Hedging Agreement applicable to such Indebtedness). (h) In calculating the Applicable Calculations for any period, interest on any Indebtedness under a revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during the portion of the period during which the Indebtedness was outstanding. (i) For purposes of determining compliance with Section 6.09(a) and (b) on a Pro Forma Basis in order to determine the permissibility of a transaction to the extent such compliance is being measured as of a date prior to the last day of the first Test Period for which the covenants in Sections 6.09(a) and (b) are required to be given to a Specified Transactionsatisfied, the pro forma calculations levels set forth in Sections 6.09(a) and (b) for the last day of such first Test Period shall be deemed to apply in determining compliance with such covenants. (j) In calculating the Applicable Calculations, Unrestricted Subsidiaries shall be disregarded. (k) Calculations of ratios and tests for Pro Forma Basis shall be made for the Test Period then in good faith by a responsible financial or accounting officer of the Borrowereffect at such time.

Certain Calculations. (a) [Reserved] (b) Notwithstanding anything to the contrary herein, but subject to Section 1.11(e), all financial ratios and tests, tests (including the Total Net Consolidated First Lien Leverage Ratio, shall be calculated in the manner prescribed by this Section 1.6. Whenever a financial ratio or test is to be calculated on a pro forma basisConsolidated Secured Leverage Ratio, the reference to Consolidated Leverage Ratio, the “Test Period” Consolidated Interest Coverage Ratio and the amount of Consolidated Net Income and EBITDA (other than, for the avoidance of doubt, for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended four fiscal quarter period of the Borrower Excess Cash Flow)) contained in this Agreement that are calculated with respect to any Test Period during which financial statements have beenany Subject Transaction occurs shall be calculated with respect to such Test Period and such Subject Transaction on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or were prior to the date of any required to have been, delivered pursuant to Section 5.2(a) or (b). (c) For purposes calculation of calculating any financial ratio or test or relevant amount of Consolidated Adjusted EBITDA, the transaction or event for which the calculation of any such ratio or test or amount is made (and, to the extent applicable, the use of proceeds thereof and the incurrence or repayment of any Debt in connection therewith), as applicable, and all Specified Transactions that have been made (i) during the applicable Test Period and any Subject Transaction has occurred or (ii) other than for purposes of determining actual compliance, and not compliance on a pro forma basis, with the Financial Covenants, subsequent to such Test Period and prior to or simultaneously with the transaction or event for which the calculation of any such ratio or test or amount is made shall be calculated on a pro forma basis assuming that such transaction or event and all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries or any joint venture since the beginning of such Test Period shall have made has consummated any Specified Transaction that would have required adjustment pursuant to this Section 1.6Subject Transaction, then such then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period (b) Notwithstanding anything to give the contrary in this Section 1.11, when calculating any ratio or test for purposes of (i) the definition of “Applicable Percentage” and (ii) the financial covenant under Section 6.10 (other than for the purposes of determining pro forma effect thereto in accordance compliance with this Section 1.6such financial covenant), any Subject Transaction that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (dc) Whenever For purposes of this Section 1.11, whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements and cost synergies projected by the Borrower in good faith to be realized within twelve (12) months after the date of any merger or other business combinationInvestment, acquisition, divestituredisposition, restructuring merger, amalgamation, consolidation, discontinued operation, operational change or cost saving initiative designation of a Restricted Subsidiary as an Unrestricted Subsidiary or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to the applicable transaction, event or initiative and based on assumptions believed by the Borrower an Unrestricted Subsidiary as a Restricted Subsidiary in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day of such period (and during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Borrower in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months of the date of such merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative and (C) no amounts shall be added pursuant to this accordance with Section 1.6(d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that aggregate amounts of pro forma adjustments and other amounts included in the calculation of “Consolidated Adjusted EBITDA” pursuant to this Section 1.6(d), together with aggregate amounts added to “Consolidated Adjusted EBITDA” pursuant to clause (i) of the definition thereof, shall not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” (prior to giving effect to the amounts added pursuant to this Section 1.6(d) or such clause (i)). (e) Whenever pro forma effect is to be given to a Specified Transaction5.10, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower. Any such pro forma calculation may include adjustments of the type described in clause (a)(xi) and/or clause (b) of the definition of “EBITDA”. (d) For purposes of determining whether the incurrence, issuance or making of any Indebtedness, Disqualified Stock, Preferred Stock, Capital Stock, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change or designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 5.10 is permitted hereunder, EBITDA and/or Total Assets shall be determined as of the most recently ended Test Period at the time such Indebtedness, Disqualified Stock, Preferred Stock, Capital Stock, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change or designation is incurred, issued or made, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in EBITDA and/or Total Assets occurring after the time such Indebtedness, Disqualified Stock, Preferred Stock, Capital Stock, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change or designation is incurred, issued or made. (e) Notwithstanding anything to the contrary herein or any other Loan Document, at the Borrower’s option, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Interest Coverage Ratio and any cap expressed as a percentage of EBITDA, Consolidated Net Income, Excess Cash Flow or Total Assets (or any analogous metric) shall be determined and the accuracy of any representation and/or warranty and any default or Event of Default “blocker” may be tested, in each case, at the election of the Borrower: (i) with respect to any Limited Condition Acquisition only (including with respect to any Indebtedness contemplated or incurred in connection therewith and/or any related designation of any subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary), on (x) the date of the execution of the definitive agreement with respect to such acquisition or Investment, (y) in connection with an acquisition to which the United Kingdom City Code or Takeover and Mergers (or any comparable Requirement of Law) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of the target of an acquisition (or equivalent notice under comparable Requirements of Law) is made or (z) the date of the consummation of such acquisition or Investment, (ii) in the case of any Restricted Dividend Payment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Dividend Payment (so long as such Restricted Dividend Payment is actually made within 90 days following the date of declaration) or (y) the making of such Restricted Payment, (iii) in the case of any Restricted Debt Payment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment and/or (iv) in the case in the case of any fundamental change or disposition (including with respect to any Indebtedness contemplated or incurred in connection therewith and/or any related designation of any subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect thereto, (y) in connection with a disposition to which the United Kingdom City Code or Takeover and Mergers (or any comparable Requirement of Law) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of the target (or equivalent notice under comparable Requirements of Law) is made or (z) the consummation of such fundamental change or disposition. (f) Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Borrower has elected to determine the permissibility of any transaction pursuant to Sections 1.11(e)(i)(x) or (y), Section 1.11(e)(ii)(x), Section 1.11(e)(iii)(x) or Section 1.11(e)(iv)(x) or (y) to the extent that the definitive documents in respect thereof have been executed, the Restricted Payment has been declared or notice with respect to the relevant Restricted Debt Payment has been delivered, as applicable, for purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including Section 6.10, any Consolidated First Lien Leverage Ratio test, any Consolidated Secured Leverage Ratio test, any Consolidated Leverage Ratio test, any Consolidated Interest Coverage Ratio test and/or the amount of Consolidated Net Income and/or EBITDA) after the date on which such definitive documents were executed, such Restricted Payment was declared or delivery of notice with respect to such Restricted Debt Payment has been delivered and until the date on which the relevant transaction is consummated, such definitive documents have terminated or expired or the relevant declaration or notice has been revoked, as applicable, such calculation shall give effect, on a Pro Forma Basis, to any other Subject Transaction that the Borrower has elected to treat in accordance with Sections 1.11(e)(i)(x) or (y), Section 1.11(e)(ii)(x), Section 1.11(e)(iii)(x) and/or Section 1.11(e)(iv)(x) or (y), as applicable; it being understood that, in such event, any calculation of the Interest Coverage Ratio shall, with respect to any Indebtedness relating to any such transaction that has not yet been incurred, assume the indicative interest rate margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, such other interest rate as the Borrower may determine in good faith. (g) Notwithstanding anything to the contrary herein, with respect to any amount incurred (including, for the avoidance of doubt, Revolving Loans or other revolving indebtedness) or transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.10, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Leverage Ratio or the Consolidated Interest Coverage Ratio) (any such amount, including any amount expressed as a percentage of Consolidated Net Income and/or EBITDA and including, in all cases, the Restricted Payment Applicable Amount, a “Fixed Amount”) substantially concurrently with any amount incurred or transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.10, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Leverage Ratio or the Consolidated Interest Coverage Ratio) (any such amount, an “Incurrence-Based Amount”), it is understood and agreed that any Fixed Amount shall be disregarded in the substantially concurrent calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount, except that pro forma effect shall be given to any increase or decrease in EBITDA, Consolidated Net Income and/or any relevant other metric resulting from the entire transaction and thereafter, the incurrence of any such amount under the Fixed Amount shall be included in the calculation of future Incurrence-Based Amounts to the extent such amount incurred under the Fixed Amount is then outstanding. (h) For purposes of the calculation of any Incurrence-Based Amount used in determining the availability of Credit Increases, Incremental Equivalent Debt or Indebtedness incurred or issued under Section 6.01(a) or Section 6.01(b)(xiii), cash proceeds of such Indebtedness will not be netted in determining Consolidated Indebtedness as used therein. (i) In connection with the implementation or assumption of any revolving commitment and/or any delayed draw commitment in reliance on any Incurrence-Based Amount (other than any Incremental Revolving Facility, which shall instead be subject to the provisions of the definition of “Maximum Incremental Amount”), the Borrower may, in its sole discretion, elect, by written notice to the Administrative Agent (a “Specified Commitment Notice”), to either (a) treat all or any portion of such revolving commitment and/or delayed draw commitment as having been fully drawn on the date of implementation or assumption (such commitment (or portion thereof), a “Specified Commitment”), in which case (i) the Borrower shall not be required to comply with any financial ratio or test in connection with any drawing thereunder after the date of incurrence or assumption and (ii) other than for purposes of (A) the Applicable Percentage, (B) the Commitment Fee Rate, (C) the ECF Percentage, (D) the Required Net Proceeds Percentage and/or (E) actual compliance with Section 6.10, the amount of such Specified Commitment shall be deemed to have been an actual incurrence of Indebtedness thereunder on the date of implementation or assumption for purposes of calculating any Incurrence-Based Amount or (b) test the permissibility of all or any portion of any drawing under such revolving commitment and/or delayed draw commitment on the date of such drawing (if any), in which case, such revolving commitment and/or delayed draw commitment (or portion thereof) shall only be treated as drawn for purposes of any Incurrence-Based Amount to the extent of any actual drawing thereunder that is outstanding at the applicable time of determination. It is understood and agreed that the Borrower may, at any time in its sole discretion, (x) deliver a Specified Commitment Notice with respect to any revolving commitment and/or delayed draw commitment and/or (y) withdraw any Specified Commitment Notice with respect to all or any portion of any revolving commitment and/or delayed draw commitment and instead elect to treat such revolving commitment and/or delayed draw commitment in accordance with clause (a) or (b) of the immediately preceding sentence. (j) With respect to any pro forma calculation that is required to be made in connection with any acquisition or similar Investment in respect of which financial statements for the applicable target are not available for the same Test Period for which financial statements of the Borrower are available, the Borrower shall make the relevant calculation on the basis of the relevant available financial statements (even if for differing periods) or such other commercially reasonable basis as the Borrower may elect.

Certain Calculations. (a) [Reserved]. (b) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio, shall be calculated in the manner prescribed by this Section 1.6. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended four fiscal quarter period of the Borrower Parent with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b). (c) For purposes of calculating any financial ratio or test or relevant amount of Consolidated Adjusted EBITDA, the transaction or event for which the calculation of any such ratio or test or amount is made (and, to the extent applicable, the use of proceeds thereof and the incurrence or repayment of any Debt in connection therewith), as applicable, and all Specified Transactions that have been made (i) during the applicable Test Period and (ii) other than for purposes of determining actual compliance, and not compliance on a pro forma basis, with the Financial Covenants, subsequent to such Test Period and prior to or simultaneously with the transaction or event for which the calculation of any such ratio or test or amount is made shall be calculated on a pro forma basis assuming that such transaction or event and all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower Parent or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.6, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 1.6. (d) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower Parent and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements and cost synergies projected by the Borrower Parent in good faith to be realized within twelve (12) months after the date of any merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to the applicable transaction, event or initiative and based on assumptions believed by the Borrower Parent in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day of such period (and during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Borrower Parent in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months of the date of such merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative and (C) no amounts shall be added pursuant to this Section 1.6(d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that aggregate amounts of pro forma adjustments and other amounts included in the calculation of “Consolidated Adjusted EBITDA” pursuant to this Section 1.6(d), together with aggregate amounts added to “Consolidated Adjusted EBITDA” pursuant to clause (i) of the definition thereof, shall not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” (prior to giving effect to the amounts added pursuant to this Section 1.6(d) or such clause (i)). (e) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the BorrowerParent.

Certain Calculations. With respect to any period during which the Acquisition, a Permitted Acquisition or an Asset Sale has occurred (aeach, a “Subject Transaction”), Consolidated Adjusted EBITDA, the Secured Leverage Ratio, the Total Leverage Ratio and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction or which are to be implemented by the business subject to that transaction or by the Borrower and its Restricted Subsidiaries as a result of such Subject Transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission or as otherwise reasonably approved by the Administrative Agent, which pro forma adjustments shall be certified by the chief financial officer of the Borrower) [Reserved] using, to the extent applicable and available, the historical financial statements (bor, if not applicable and available, using such other financial information as may be reasonably acceptable to the Administrative Agent) of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of the Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, and any related transactions, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). In the case of any calculation of the Total Leverage Ratio, the Secured Leverage Ratio, the Fixed Charge Coverage Ratio or Consolidated Adjusted EBITDA for any event described above that occurs prior to the date on which financial statements have been (or are required to be) delivered for the Fiscal Quarter ended on or about October 31, 2013, any such calculation to be made on a “Pro Forma Basis” shall use the financial statements delivered pursuant to Section 3.1(i) for the Fiscal Quarter ended on or about July 31, 2013. Notwithstanding anything to the contrary hereinset forth in the immediately preceding paragraph, financial ratios and testsfor the avoidance of doubt, including when calculating the Fixed Charge Coverage Ratio for purposes of determining compliance with Section 6.8 (other than for the purpose of determining pro forma compliance with Section 6.8 as a condition to taking any action under this Agreement), the events described in the immediately preceding paragraph that occurred subsequent to the end of the applicable four-Fiscal Quarter period shall not be given pro forma effect. Notwithstanding anything to the contrary set forth above in this Section 1.3 or elsewhere in this Agreement, in the case of any calculation of the Total Net Leverage Ratio, the Secured Leverage Ratio, the Fixed Charge Coverage Ratio or Consolidated Adjusted EBITDA (other than in the case of a Subject Transaction which shall be calculated in accordance with the manner prescribed by two preceding paragraphs in this Section 1.6. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference 1.3) that includes any period prior to the “Test Period” for purposes of calculating such financial ratio or test Closing Date, (I) Consolidated Adjusted EBITDA shall be deemed to be a reference to, and shall be (A) based on, on the most recently ended four fiscal quarter period actual results of the Borrower and its Restricted Subsidiaries for such period (determined in accordance with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b). (c) For purposes the definition of calculating any financial ratio or test or relevant amount of “Consolidated Adjusted EBITDA, the transaction or event for which the calculation of any such ratio or test or amount is made (and, to the extent applicable, the use of proceeds thereof and the incurrence or repayment of any Debt ” set forth in connection therewith), as applicable, and all Specified Transactions that have been made (ithis Agreement) during the applicable Test Period and (iiB) other than for purposes of determining actual compliance, and not compliance on a pro forma basis, with the Financial Covenants, subsequent to such Test Period and prior to or simultaneously with the transaction or event for which the calculation of any such ratio or test or amount is made shall be calculated determined on a pro forma basis assuming that such transaction or event and all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and as if the component financial definitions used therein attributable to any Specified Transaction) Acquisition had occurred on the first day of such period, (II) Consolidated Fixed Charges shall include the applicable Test Period. If since actual “fixed charges” for such period (determined in a manner consistent with the beginning definition of “Consolidated Fixed Charges” but excluding any scheduled payments of principal in respect of any applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated Indebtedness repaid in full in connection with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.6, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 1.6. Existing Debt Refinancing) and (dIII) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements Consolidated Capital Expenditures and cost synergies projected by Taxes shall be the Borrower amount actually spent or paid in good faith to be realized within twelve (12) months after the date of any merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to the applicable transaction, event or initiative and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day of such period (and cash during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Borrower in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months of the date of such merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative and (C) no amounts shall be added pursuant to this Section 1.6(d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that aggregate amounts of pro forma adjustments and other amounts included in the calculation of “Consolidated Adjusted EBITDA” pursuant to this Section 1.6(d), together with aggregate amounts added to “Consolidated Adjusted EBITDA” pursuant to clause (i) of the definition thereof, shall not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” (prior to giving effect to the amounts added pursuant to this Section 1.6(d) or such clause (i)). (e) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower.

Certain Calculations. (a) [Reserved] For purposes of (bi) Notwithstanding anything to determining compliance with the contrary herein, financial covenant set forth in Section 6.10 or Pro Forma Compliance at any time or (ii) the calculation of any financial ratios or tests (including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and tests, including the Total Net Leverage Ratio, shall be calculated in the manner prescribed by this Section 1.6. Whenever a financial ratio or test is to be calculated on a pro forma basis) (collectively, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based onApplicable Calculations”), the most recently ended four fiscal quarter period of the Borrower with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b). (c) For purposes of calculating any financial ratio or test or relevant amount of Consolidated Adjusted EBITDA, the transaction or event for which the calculation of any such ratio or test or amount is made (and, to the extent applicable, the use of proceeds thereof and the incurrence or repayment of any Debt in connection therewith), as applicable, and all Specified Transactions that have been made (i) during the applicable Test Period and (ii) other than for purposes of determining actual compliance, and not compliance on a pro forma basis, with the Financial Covenants, subsequent to such Test Period and prior to or simultaneously with the transaction or event for which the calculation of any such ratio or test or amount is made following shall be calculated on a pro forma basis assuming that such transaction or event and all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.6, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 1.6. (d) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements and cost synergies projected by the Borrower in good faith to be realized within twelve (12) months after the date of any merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to the applicable transaction, event or initiative and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day of such period (and during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Borrower in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months of the date of such merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative and (C) no amounts shall be added pursuant to this Section 1.6(d) apply except to the extent duplicative of any amounts that are other adjustments pursuant to this Section 1.04 or to the extent duplicative of any expenses or charges otherwise added back in computing to Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, for such period, event or circumstance, as applicable, and except that when calculating actual compliance (and not Pro Forma Compliance) with the financial covenant set forth in Section 6.10 and calculating the Total Net Leverage Ratio for purposes of Section 2.13(c) or the definition of “Applicable Rate”, the events described in this Section 1.04 that occurred subsequent to the end of the applicable Test Period shall be given Pro Forma Effect. (b) If any Subject Transaction (other than Subject Transactions covered by Section 1.04(c)) shall have occurred during the applicable Test Period or (other than with respect to determining compliance with the financial covenant set forth in Section 6.10) subsequent to such Test Period (as hereinafter defined), the Applicable Calculations shall be calculated with respect to such periodperiod giving Pro Forma Effect to such Subject Transaction, as if they had occurred on the first day of the Test Period. (c) In the event that the Borrowers or any of their Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases, retires, extinguishes or otherwise discharges any Indebtedness subsequent to the commencement of the Test Period for which the Applicable Calculations are being calculated and on or prior to the date on which the event for which the Applicable Calculations are being calculated occurs or as of which the calculation is otherwise made (the “Pro Forma Calculation Date”), then the Applicable Calculations will be calculated giving Pro Forma Effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance, retirement, extinguishment or other discharge of Indebtedness, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable Test Period; provided that aggregate amounts in calculating the Total Net Leverage Ratio as of pro forma adjustments and other amounts included in the calculation Pro Forma Calculation Date or the last day of “Consolidated Adjusted EBITDA” the Test Period, the amount of outstanding Indebtedness shall be calculated based upon the amount outstanding as of the Pro Forma Calculation Date or such last day of the Test Period, as the case may be, giving Pro Forma Effect to the incurrence or repayment of any such Indebtedness on such date. (d) If since the beginning of the Test Period any person (that subsequently became a Restricted Subsidiary of any Borrower or was merged with or into any Borrower or any Restricted Subsidiary of any Borrower since the beginning of such period) shall have made any transaction that would have required adjustment pursuant to this Section 1.6(d)1.04, together with aggregate amounts added to “Consolidated Adjusted EBITDA” pursuant to clause (i) then the Applicable Calculations shall be calculated giving Pro Forma Effect thereto for such period as if such transaction had occurred at the beginning of the definition thereof, shall not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” (prior to giving effect to the amounts added pursuant to this Section 1.6(d) or such clause (i))applicable Test Period. (e) Whenever pro forma effect In calculating the Applicable Calculations, any person that is a Restricted Subsidiary on the applicable Pro Forma Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such Test Period. (f) In calculating the Applicable Calculations, any person that is not a Restricted Subsidiary on the applicable Pro Forma Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such Test Period. (g) For purposes of determining Pro Forma Compliance if such calculation is being performed prior to the last day of the first Test Period for which the covenant in Section 6.10 is required to be given satisfied, the levels required for such first Test Period shall be deemed to apply in determining compliance with such covenant. (h) In calculating the Applicable Calculations, Unrestricted Subsidiaries shall be disregarded. (i) For purposes of determining compliance at any time with Sections 6.01 (other than Section 6.01(x)), 6.02, 6.03, 6.04, 6.05, 6.06 and 6.07), in the event that any Indebtedness, Lien, payment with respect to Junior Debt restricted by Section 6.06(a), Restricted Payment, contractual restriction, Investment, Asset Sale or Affiliate transaction, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06 and 6.07, the Borrowers, in their sole discretion, from time to time, may classify or reclassify such transaction or item (or portion thereof) so long as such categories of transactions or items are classified or reclassified within a Specified clause of the same section of Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06 and 6.07 of the transactions or items so classified or reclassified, and will only be required to include the amount and type of such transaction (or portion thereof) in any one category. For purposes of determining the permissibility of any action, change, transaction or event that by the terms of the Loan Documents requires a calculation of any financial ratio or test (including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio), such financial ratio or test shall, except as expressly permitted under this Agreement, be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. It is understood and agreed that any Indebtedness, Lien, Restricted Payment, payment with respect to Junior Debt restricted by Section 6.06(a), Investment, Asset Sale or Affiliate transaction need not be permitted solely by reference to one category of permitted Indebtedness, Liens, Restricted Payments, payments with respect to Junior Debt, Investments, Dispositions or Affiliate transactions under Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06 or 6.07, respectively, but may instead be permitted in part under any combination thereof (it being understood that compliance with each such section is separately required). (j) Notwithstanding anything to the contrary herein, when (a) calculating any applicable ratio, Consolidated Net Income or Consolidated EBITDA in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Asset Sale, the making of an Investment or the making of a Restricted Payment, (b) determining compliance with any provision of this Agreement which requires that no Event of Default has occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representation or warranties set forth herein or (d) determining the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the creation of Liens, the making of any Asset Sale, the making of an Investment or the making of a Restricted Payment, in each case in connection with a Limited Condition Transaction, the pro forma calculations date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the option of a Borrower (such Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election,” which LCT Election may be in respect of one or more of clauses (a), (b), (c) and (d) above), be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date for which financial statements have been (or are required to be) delivered pursuant to Section 5.04, the applicable Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be made deemed to have been complied with, unless an Event of Default pursuant to Section 8.01(b) or (c), or, solely with respect to any Borrower, Section 8.01(g) or (h) shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in good faith by a responsible financial such ratio (including due to fluctuations in Consolidated EBITDA or accounting officer other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Condition Transactions, such ratios and other provisions will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related Subject Transactions, unless, other than if an Event of Default pursuant to Section 8.01(b) or (c), or, solely with respect to any Borrower, Section 8.01(g) or (h), shall be continuing on such date, such Borrower elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Transaction or related Subject Transaction is consummated. If a Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, basket availability or compliance with any other provision hereunder (other than actual compliance with the Section 6.10) on or following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction or the date such Borrower makes an election pursuant to clause (ii) of the immediately preceding sentence, any such ratio, basket or compliance with any other provision hereunder shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified Capital Stock, and the use of proceeds thereof) had been consummated on the LCT Test Date; provided that for purposes of any Restricted Payment or payment of Indebtedness, such ratio, basket or compliance with any other provision hereunder shall also be tested as if such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or Disqualified Capital Stock, and the use of proceeds thereof) had not been consummated. (k) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio (including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of the Incurrence-Based Amounts.

Certain Calculations. (a) [Reserved] (b) Notwithstanding anything to the contrary hereinin this Indenture, financial ratios unless the context otherwise requires, for purposes of determining compliance with any test contained in this Indenture with respect to any period during which any Specified Transactions occur or, subsequent to such period and testsprior to or simultaneously with the event for which the calculation is made, including the Total Net Consolidated Leverage Ratio, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Fixed Charge Coverage Ratio and EBITDA and any other financial calculation shall be calculated with respect to such period and such Specified Transactions on a “pro forma basis” and shall be calculated for the applicable period of measurement (which may, at the Issuer’s election, be the most recently ended twelve months) for which quarterly or fiscal year-end financial statements are internally available, as determined by the Issuer, immediately preceding the date of such event; provided that for the avoidance of doubt, the amount of Consolidated Net Income available for Restricted Payments under Section 4.07(a) shall not be calculated on a “pro forma basis.” (b) For all purposes under this Indenture, with respect to compliance with any test for an applicable period of measurement that is calculated on a “pro forma basis” or after giving “pro forma effect,” (i) to the extent applicable, the Pro Forma Adjustment shall have been made and (ii) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the manner prescribed case of a balance sheet item) in such test: (A) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (x) in the case of a disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Issuer or any asset of the Issuer or any of its Restricted Subsidiaries, shall be excluded, and (y) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (B) any retirement of Indebtedness, and (C) any Indebtedness incurred or assumed by the Issuer or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this Section 1.6. Whenever definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, (x) without limiting the application of the Pro Forma Adjustment pursuant to clause (i) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of “EBITDA” and give effect to events (including cost savings, synergies and operating expense reductions) that are (as determined by the Issuer in good faith) (1) (a) directly attributable to such transaction, (b) expected to have a financial continuing impact on the Issuer and its Restricted Subsidiaries and (c) factually supportable or (2) otherwise consistent with the definition of “Pro Forma Adjustment” and (y) in connection with any Specified Transaction that is the Incurrence of Indebtedness in respect of which compliance with any specified leverage ratio or test is by the terms of this Indenture required to be calculated on a pro forma basis, (1) the reference to the “Test Period” for purposes proceeds of calculating such financial ratio or test Indebtedness shall not be deemed to be a reference to, and shall be based on, the most recently ended four fiscal quarter period of the Borrower with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b). (c) For purposes of calculating any financial ratio or test or relevant amount of Consolidated Adjusted EBITDA, the transaction or event for which netted from Indebtedness in the calculation of any the applicable leverage ratio test and (2) if such ratio or test or amount Indebtedness is made (anda revolving facility, to the extent applicable, the use of proceeds thereof and the incurrence or repayment of any Debt indebtedness in connection therewith), as applicable, and all Specified Transactions that have been made (i) during the applicable Test Period and (ii) other than for purposes respect of determining actual compliance, and not compliance on a pro forma basis, with the Financial Covenants, subsequent to such Test Period and revolving facility included in such incurrence test calculation immediately prior to or simultaneously with the transaction or event incurrence of such indebtedness for which the pro forma calculation of any such ratio or test or amount is being made and/or any drawing under any revolving facilities used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer), shall be calculated disregarded but, for avoidance of doubt, shall thereafter be included in any future calculations after giving effect to any prepayments or other Specified Transactions with respect thereto. (c) The Issuer may elect, pursuant to an Officer’s Certificate delivered to the Trustee not later than 30 days after entering into any commitment providing for the incurrence of Indebtedness, that all or any portion of the Indebtedness that could be incurred under such commitment at the time such commitment is entered into shall be treated as incurred and outstanding in such amount for all purposes of the calculation (whether or not such Indebtedness is outstanding at the time such commitment is entered into) for so long as such commitments are outstanding or until the Issuer revokes such election, and any subsequent incurrence of such Indebtedness under such commitment (including upon repayment and reborrowing) shall not be deemed, for purposes of any such calculation, to be the incurrence of Indebtedness at such subsequent time. (d) Notwithstanding anything to the contrary in this Indenture: (i) with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a pro forma basis assuming that such transaction or event and all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day provision of the applicable Test Period. If since same section of this Indenture that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Consolidated First Lien Leverage Ratio test, any Consolidated Secured Leverage Ratio test and/or any Consolidated Leverage Ratio test) (any such amounts, the beginning “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of the same section of this Indenture that requires compliance with any applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.6, then such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that, for purposes of this Indenture, the Fixed Amounts under such section and any substantially concurrent borrowings under the revolving credit facility under the Senior Secured Credit Facilities (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence; (ii) for purposes of calculating any leverage ratio in this Indenture in connection with the Incurrence of any Indebtedness, (A) there shall be no netting of the cash proceeds proposed to be received in connection with the Incurrence of such Indebtedness and (B) to the extent the Indebtedness to be Incurred is revolving Indebtedness, such Incurred revolving Indebtedness (or if applicable, the portion (and only such portion) of the increased commitments thereunder) shall be treated as fully drawn; and (iii) for the purposes of calculating any leverage ratio in this Indenture, any amount in a currency other than U.S. dollars shall be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period. (e) in the event that the Issuer or a Restricted Subsidiary (x) incurs Indebtedness to finance an acquisition or (y) assumes Indebtedness of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture, the date of determination of the Fixed Charge Coverage Ratio, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Leverage Ratio, as applicable, shall, at the option of the Issuer, be: (i) the date that a definitive agreement for such acquisition is entered into and the Fixed Charge Coverage Ratio, the Consolidated First Lien Leverage Ratio, Consolidated Secured Leverage Ratio or the Consolidated Leverage Ratio, as applicable, shall be calculated to give giving pro forma effect to such acquisition and any actions or transactions related thereto in accordance with this Section 1.6. (d) Whenever pro forma effect is to be given to a Specified Transactionincluding acquisitions, Investments, the pro forma calculations shall be made in good faith by a responsible financial Incurrence or accounting officer issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) consistent with the definition of the Borrower and includeFixed Charge Coverage Ratio, the Consolidated First Lien Leverage Ratio, Consolidated Secured Leverage Ratio or the Consolidated Leverage Ratio, as applicable, and, for the avoidance of doubt, (A) if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in the amount EBITDA of cost savingsthe Issuer or the target company) at or prior to the consummation of the relevant acquisition, operating expense reductionssuch ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether such acquisition and any related transactions are permitted hereunder and (B) such ratios shall not be tested at the time of consummation of such acquisition or related transactions; provided, other operating improvements further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement, (1) any such transaction shall be deemed to have occurred on the date the definitive agreement is entered into and cost synergies projected by the Borrower in good faith to be realized within twelve (12) months outstanding thereafter for purposes of calculating any ratios under this Indenture after the date of any merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to agreement and before the applicable transaction, event or initiative and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day of such period (and during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Borrower in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months earlier of the date of consummation of such merger acquisition or other business combination, acquisition, divestiture, restructuring the date such agreement is terminated or cost saving initiative or other similar initiative expires without consummation of such acquisition and (C) no amounts shall be added pursuant to this Section 1.6(d2) to the extent duplicative any covenant baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized until the earlier of the date of consummation of such acquisition or the date such agreement is terminated or expires without consummation of such acquisition, but any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment calculation of EBITDA for purposes of other incurrences of Indebtedness or otherwise, with respect Liens or making of Restricted Payments (not related to such period; provided that aggregate amounts of pro forma adjustments and other amounts included in the calculation of “Consolidated Adjusted EBITDA” pursuant to this Section 1.6(d), together with aggregate amounts added to “Consolidated Adjusted EBITDA” pursuant to clause (iacquisition) of the definition thereof, shall not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” reflect such acquisition until it has been consummated, or (prior to giving effect to ii) the amounts added pursuant to this Section 1.6(d) date such Indebtedness is Incurred or such clause (i))assumed. (e) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower.

Certain Calculations. (a) [Reserved] (b) Notwithstanding anything to the contrary hereinin this Indenture, financial ratios unless the context otherwise requires, for purposes of determining compliance with any test contained in this Indenture with respect to any period during which any Specified Transactions occur or, subsequent to such period and testsprior to or simultaneously with the event for which the calculation is made, including the Total Net First Lien Leverage Ratio, the Net Secured Leverage Ratio, the Net Total Leverage Ratio and Consolidated EBITDA and any other financial calculation shall be calculated with respect to such period and such Specified Transactions on a “pro forma basis” and shall be calculated for the applicable period of measurement based on the most recently completed period of four consecutive fiscal quarters for which internal financial statements are available immediately preceding the date of such event; provided, that for the avoidance of doubt, the amount of Consolidated Net Income available for Restricted Payments under Section 4.07(a) shall not be calculated on a “pro forma basis”. (b) For all purposes under this Indenture, with respect to compliance with any test for an applicable period of measurement that is calculated on a “pro forma basis” or after giving “pro forma effect”, (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the manner prescribed case of a balance sheet item) in such test: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a disposition of all or substantially all Equity Interests in any Restricted Subsidiary of Holdings or any asset of Holdings or any of its Restricted Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred by Holdings or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this Section 1.6. Whenever definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, (1) without limiting the application of the Pro Forma Adjustment pursuant to clause (A) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of “Consolidated EBITDA” and give effect to events (including cost savings, synergies and operating expense reductions) that are (as determined by Holdings in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a financial continuing impact on Holdings and its Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of “Pro Forma Adjustment” and (2) in connection with any Specified Transaction that is the Incurrence of Indebtedness in respect of which compliance with any specified leverage ratio or test is by the terms of this Indenture required to be calculated on a pro forma basis, (I) the reference to the “Test Period” for purposes proceeds of calculating such financial ratio or test Indebtedness shall not be deemed to be a reference to, and shall be based on, the most recently ended four fiscal quarter period of the Borrower with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b). (c) For purposes of calculating any financial ratio or test or relevant amount of Consolidated Adjusted EBITDA, the transaction or event for which netted from Indebtedness in the calculation of any the applicable leverage ratio test and (II) if such ratio or test or amount Indebtedness is made (anda revolving facility, to the extent applicable, the use of proceeds thereof and the incurrence or repayment of any Debt indebtedness in connection therewith), as applicable, and all Specified Transactions that have been made (i) during the applicable Test Period and (ii) other than for purposes respect of determining actual compliance, and not compliance on a pro forma basis, with the Financial Covenants, subsequent to such Test Period and revolving facility included in such incurrence test calculation immediately prior to or simultaneously with the transaction or event incurrence of such indebtedness for which the pro forma calculation of any such ratio or test or amount is being made and/or any drawing under any revolving facilities used to finance working capital needs of Holdings and its Restricted Subsidiaries (as reasonably determined by Holdings), shall be calculated disregarded but, for avoidance of doubt, shall thereafter be included in any future calculations after giving effect to any prepayments or other Specified Transactions with respect thereto. (c) Holdings may elect, pursuant to an Officer’s Certificate delivered to the Trustee not later than 30 days after entering into any commitment providing for the incurrence of Indebtedness, that all or any portion of the Indebtedness that could be incurred under such commitment at the time such commitment is entered into shall be treated as incurred and outstanding in such amount for all purposes of the calculation (whether or not such Indebtedness is outstanding at the time such commitment is entered into) for so long as such commitments are outstanding or until Holdings revokes such election, and any subsequent incurrence of such Indebtedness under such commitment (including upon repayment and reborrowing) shall not be deemed, for purposes of any such calculation, to be the incurrence of Indebtedness at such subsequent time. (d) Notwithstanding anything to the contrary in this Indenture: (1) with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a pro forma basis assuming that such transaction or event and all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day provision of the applicable Test Period. If since same section of this Indenture that does not require compliance with a financial ratio or test (including, without limitation, any Net First Lien Leverage Ratio test, any Net Secured Leverage Ratio test and/or any Net Total Leverage Ratio test) (any such amounts, the beginning “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of the same section of this Indenture that requires compliance with any applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.6, then such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that, for purposes of this Indenture, the Fixed Amounts under such section and any substantially concurrent borrowings under the revolving credit facility under the New Senior Credit Facilities (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence; (2) for purposes of calculating any leverage ratio in this Indenture in connection with the Incurrence of any Indebtedness, (A) there shall be no netting of the cash proceeds proposed to be received in connection with the Incurrence of such Indebtedness and (B) to the extent the Indebtedness to be Incurred is revolving Indebtedness, such Incurred revolving Indebtedness (or if applicable, the portion (and only such portion) of the increased commitments thereunder) shall be treated as fully drawn; and (3) for the purposes of calculating any leverage ratio in this Indenture, any amount in a currency other than U.S. dollars shall be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating Consolidated EBITDA for the applicable period. (e) in the event that Holdings or a Restricted Subsidiary incurs Indebtedness in connection with a Limited Condition Transaction, the date of determination of the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio or the Net Total Leverage Ratio, as applicable, shall, at the option of Holdings, be: (1) the date that a definitive agreement for such acquisition is entered into and the Net First Lien Leverage Ratio, Net Secured Leverage Ratio or the Net Total Leverage Ratio, as applicable, shall be calculated to give giving pro forma effect to such acquisition and any actions or transactions related thereto in accordance with this Section 1.6. (d) Whenever pro forma effect is to be given to a Specified Transactionincluding acquisitions, Investments, the pro forma calculations shall be made in good faith by a responsible financial Incurrence or accounting officer issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) consistent with the definition of the Borrower and includeNet First Lien Leverage Ratio, Net Secured Leverage Ratio or the Net Total Leverage Ratio, as applicable, and, for the avoidance of doubt, (A) if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in the amount Consolidated EBITDA of cost savingsHoldings or the target company) at or prior to the consummation of the relevant acquisition, operating expense reductionssuch ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether such acquisition and any related transactions are permitted hereunder and (B) such ratios shall not be tested at the time of consummation of such Limited Condition Transaction; provided, other operating improvements further, that if Holdings elects to have such determinations occur at the time of entry into such definitive agreement, (i) any such transaction shall be deemed to have occurred on the date the definitive agreement is entered into and cost synergies projected by the Borrower in good faith to be realized within twelve (12) months outstanding thereafter for purposes of calculating any ratios under this Indenture after the date of any merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to agreement and before the applicable transaction, event or initiative and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day of such period (and during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Borrower in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months earlier of the date of consummation of such merger acquisition or other business combination, acquisition, divestiture, restructuring the date such agreement is terminated or cost saving initiative or other similar initiative expires without consummation of such acquisition and (C) no amounts shall be added pursuant to this Section 1.6(dii) to the extent duplicative any covenant baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized until the earlier of the date of consummation of such acquisition or the date such agreement is terminated or expires without consummation of such acquisition, but any amounts that are otherwise added back in computing calculation of Consolidated Adjusted EBITDA, whether through a pro forma adjustment EBITDA for purposes of other incurrences of Indebtedness or otherwise, with respect Liens or making of Restricted Payments (not related to such period; provided that aggregate amounts of pro forma adjustments and other amounts included in the calculation of “Consolidated Adjusted EBITDA” pursuant to this Section 1.6(d), together with aggregate amounts added to “Consolidated Adjusted EBITDA” pursuant to clause (iacquisition) of the definition thereof, shall not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” (prior to giving effect to the amounts added pursuant to this Section 1.6(d) or reflect such clause (i)).acquisition until it has been consummated, or (e2) Whenever pro forma effect the date such Indebtedness is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the BorrowerIncurred.

Certain Calculations. (a) [Reserved] (b) Notwithstanding anything to the contrary hereinin this Indenture, financial ratios unless the context otherwise requires, for purposes of determining compliance with any test contained in this Indenture with respect to any period during which any Specified Transactions occur or, subsequent to such period and testsprior to or simultaneously with the event for which the calculation is made, including the Total Net Consolidated Leverage Ratio, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Fixed Charge Coverage Ratio and EBITDA and any other financial calculation shall be calculated with respect to such period and such Specified Transactions on a “pro forma basis” and shall be calculated for the applicable period of measurement (which may, at the Issuer’s election, be the most recently ended twelve months) for which quarterly or fiscal year-end financial statements are internally available, as determined by the Issuer, immediately preceding the date of such event; provided, that for the avoidance of doubt, the amount of Consolidated Net Income available for Restricted Payments under Section 4.07(a) shall not be calculated on a “pro forma basis”. (b) For all purposes under this Indenture, with respect to compliance with any test for an applicable period of measurement that is calculated on a “pro forma basis” or after giving “pro forma effect”, (i) to the extent applicable, the Pro Forma Adjustment shall have been made and (ii) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the manner prescribed case of a balance sheet item) in such test: (A) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (x) in the case of a disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Issuer or any asset of the Issuer or any of its Restricted Subsidiaries, shall be excluded, and (y) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (B) any retirement of Indebtedness, and (C) any Indebtedness incurred or assumed by the Issuer or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this Section 1.6. Whenever definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, (x) without limiting the application of the Pro Forma Adjustment pursuant to clause (i) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of “EBITDA” and give effect to events (including cost savings, synergies and operating expense reductions) that are (as determined by the Issuer in good faith) (1) (a) directly attributable to such transaction, (b) expected to have a financial continuing impact on the Issuer and its Restricted Subsidiaries and (c) factually supportable or (2) otherwise consistent with the definition of “Pro Forma Adjustment” and (y) in connection with any Specified Transaction that is the Incurrence of Indebtedness in respect of which compliance with any specified leverage ratio or test is by the terms of this Indenture required to be calculated on a pro forma basis, (1) the reference to the “Test Period” for purposes proceeds of calculating such financial ratio or test Indebtedness shall not be deemed to be a reference to, and shall be based on, the most recently ended four fiscal quarter period of the Borrower with respect to which financial statements have been, or were required to have been, delivered pursuant to Section 5.2(a) or (b). (c) For purposes of calculating any financial ratio or test or relevant amount of Consolidated Adjusted EBITDA, the transaction or event for which netted from Indebtedness in the calculation of any the applicable leverage ratio test and (2) if such ratio or test or amount Indebtedness is made (anda revolving facility, to the extent applicable, the use of proceeds thereof and the incurrence or repayment of any Debt indebtedness in connection therewith), as applicable, and all Specified Transactions that have been made (i) during the applicable Test Period and (ii) other than for purposes respect of determining actual compliance, and not compliance on a pro forma basis, with the Financial Covenants, subsequent to such Test Period and revolving facility included in such incurrence test calculation immediately prior to or simultaneously with the transaction or event incurrence of such indebtedness for which the pro forma calculation of any such ratio or test or amount is being made and/or any drawing under any revolving facilities used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer), shall be calculated disregarded but, for avoidance of doubt, shall thereafter be included in any future calculations after giving effect to any prepayments or other Specified Transactions with respect thereto. (c) The Issuer may elect, pursuant to an Officer’s Certificate delivered to the Trustee not later than 30 days after entering into any commitment providing for the incurrence of Indebtedness, that all or any portion of the Indebtedness that could be incurred under such commitment at the time such commitment is entered into shall be treated as incurred and outstanding in such amount for all purposes of the calculation (whether or not such Indebtedness is outstanding at the time such commitment is entered into) for so long as such commitments are outstanding or until the Issuer revokes such election, and any subsequent incurrence of such Indebtedness under such commitment (including upon repayment and reborrowing) shall not be deemed, for purposes of any such calculation, to be the incurrence of Indebtedness at such subsequent time. (d) Notwithstanding anything to the contrary in this Indenture: (i) with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a pro forma basis assuming that such transaction or event and all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day provision of the applicable Test Period. If since same section of this Indenture that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Consolidated First Lien Leverage Ratio test, any Consolidated Secured Leverage Ratio test and/or any Consolidated Leverage Ratio test) (any such amounts, the beginning “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of the same section of this Indenture that requires compliance with any applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.6, then such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that, for purposes of this Indenture, the Fixed Amounts under such section and any substantially concurrent borrowings under the revolving credit facility under the New Senior Credit Facilities (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence; (ii) for purposes of calculating any leverage ratio in this Indenture in connection with the Incurrence of any Indebtedness, (A) there shall be no netting of the cash proceeds proposed to be received in connection with the Incurrence of such Indebtedness and (B) to the extent the Indebtedness to be Incurred is revolving Indebtedness, such Incurred revolving Indebtedness (or if applicable, the portion (and only such portion) of the increased commitments thereunder) shall be treated as fully drawn; and (iii) for the purposes of calculating any leverage ratio in this Indenture, any amount in a currency other than U.S. dollars shall be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period. (e) in the event that the Issuer or a Restricted Subsidiary (x) incurs Indebtedness to finance an acquisition or (y) assumes Indebtedness of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture, the date of determination of the Fixed Charge Coverage Ratio, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Leverage Ratio, as applicable, shall, at the option of the Issuer, be: (i) the date that a definitive agreement for such acquisition is entered into and the Fixed Charge Coverage Ratio, the Consolidated First Lien Leverage Ratio, Consolidated Secured Leverage Ratio or the Consolidated Leverage Ratio, as applicable, shall be calculated to give giving pro forma effect to such acquisition and any actions or transactions related thereto in accordance with this Section 1.6. (d) Whenever pro forma effect is to be given to a Specified Transactionincluding acquisitions, Investments, the pro forma calculations shall be made in good faith by a responsible financial Incurrence or accounting officer issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) consistent with the definition of the Borrower and includeFixed Charge Coverage Ratio, the Consolidated First Lien Leverage Ratio, Consolidated Secured Leverage Ratio or the Consolidated Leverage Ratio, as applicable, and, for the avoidance of doubt, (A) if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in the amount EBITDA of cost savingsthe Issuer or the target company) at or prior to the consummation of the relevant acquisition, operating expense reductionssuch ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether such acquisition and any related transactions are permitted hereunder and (B) such ratios shall not be tested at the time of consummation of such acquisition or related transactions; provided, other operating improvements further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement, (1) any such transaction shall be deemed to have occurred on the date the definitive agreement is entered into and cost synergies projected by the Borrower in good faith to be realized within twelve (12) months outstanding thereafter for purposes of calculating any ratios under this Indenture after the date of any merger or other business combination, acquisition, divestiture, restructuring or cost saving initiative or other similar initiative; provided that (A) such amounts are reasonably identifiable, quantifiable, attributable to agreement and before the applicable transaction, event or initiative and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Agent, and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and cost synergies had been realized on the first day of such period (and during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, (B) such amounts are projected by the Borrower in good faith to be reasonably anticipated to be realizable from actions taken or committed to be taken within twelve (12) months earlier of the date of consummation of such merger acquisition or other business combination, acquisition, divestiture, restructuring the date such agreement is terminated or cost saving initiative or other similar initiative expires without consummation of such acquisition and (C) no amounts shall be added pursuant to this Section 1.6(d2) to the extent duplicative any covenant baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized until the earlier of the date of consummation of such acquisition or the date such agreement is terminated or expires without consummation of such acquisition, but any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment calculation of EBITDA for purposes of other incurrences of Indebtedness or otherwise, with respect Liens or making of Restricted Payments (not related to such period; provided that aggregate amounts of pro forma adjustments and other amounts included in the calculation of “Consolidated Adjusted EBITDA” pursuant to this Section 1.6(d), together with aggregate amounts added to “Consolidated Adjusted EBITDA” pursuant to clause (iacquisition) of the definition thereof, shall not cumulatively exceed 20% of “Consolidated Adjusted EBITDA” (prior to giving effect to the amounts added pursuant to this Section 1.6(d) or reflect such clause (i)).acquisition until it has been consummated, or (eii) Whenever pro forma effect the date such Indebtedness is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial Incurred or accounting officer of the Borrowerassumed.