Common use of Pro Forma and Other Calculations Clause in Contracts

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios, calculations and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.11; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.11, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, (ii) calculating the covenant in Section 10.10 and (iii) Section 5.2(a)(i) and Section 5.2(a)(ii), the events described in this Section 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that, for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof) and (3) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness voluntarily prepaid, repurchased, defeased, acquired or redeemed, (B) the aggregate amount of cash consideration paid by any Purchasing Borrower Party (as defined in this Agreement or in the Second Lien Credit Agreement, as applicable) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans or such Second Lien Term Loans (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case, after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Internal Financial Statements are internally available.

Pro Forma and Other Calculations. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary herein, financial ratios, calculations and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.11; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.11contrary, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) calculating any applicable ratio, Consolidated Net Income or EBITDA in connection with the definition incurrence of “Applicable Margin” and Indebtedness, the “Commitment Fee Rate”issuance of Disqualified Stock, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a subsidiary of the Borrower as a Subsidiary, any Subsidiary Redesignation or any Restricted Debt Payment, (ii) calculating the covenant in Section 10.10 and determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, (iii) Section 5.2(a)(idetermining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein or (iv) determining the availability for the utilization of any basket, to the incurrence of Indebtedness, the issuance of Disqualified Stock, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a subsidiary of the Borrower as a Subsidiary, any Subsidiary Redesignation or any Restricted Debt Payment, in each case in connection with a Limited Condition Transaction, the 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 (i) through (iv) above), be deemed to be (x) the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Section 5.2(a)(iiMergers applies (or similar law in another jurisdiction), the events described date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in this Section 1.11 that another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition (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 or Disqualified Stock and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred subsequent at the beginning of the most recent Test Period ending prior to the end LCT Test Date for which internal financial statements are available, 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 deemed to have been complied with. 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 such ratio (including due to fluctuations in EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the applicable Test Period 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 given pro forma effect; providedtested at the time of consummation of such Limited Condition Transaction or related transactions, however, that, for purposes of any determination under unless the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second Lien Credit Agreement (orBorrower elects, in accordance its sole discretion, to test such ratios and compliance with the corresponding provisions of conditions on the documentation governing date such Limited Condition Transaction or related transaction is consummated. If the Borrower has made an LCT Election for any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof) and (3) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness voluntarily prepaidLimited Condition Transaction, repurchased, defeased, acquired or redeemed, (B) the aggregate amount of cash consideration paid by any Purchasing Borrower Party (as defined in this Agreement or in the Second Lien Credit Agreement, as applicable) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans or such Second Lien Term Loans (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) or then in connection with the Incurrence any subsequent calculation of any Credit Agreement Refinancing Indebtedness Incurred to Refinance ratio, basket availability or compliance with any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case, after other provision hereunder (other than actual compliance with the end of Financial Covenant and the Borrower’s most recently ended full fiscal year Pricing Grid) on or following the relevant LCT Test Date and prior to the date earliest of the applicable payment to be made date on which such Limited Condition Transaction is consummated, the date that the lxxxiii Doc#: US1:15347125v11 definitive agreement for such Limited Condition Transaction is terminated or expires, or the offer in respect of a Public Offer for such acquisition is terminated, without consummation of such Limited Condition Transaction or the date the Borrower makes an election pursuant to the immediately preceding sentence, any such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation basket or test is to 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 requires issuance of Indebtedness or Disqualified Stock and the use of proceeds thereof) had been consummated on the LCT Test Date and, in the case of any Restricted Payment, on a pro forma compliance, the reference to “Test Period” for purposes of calculating basis excluding such financial ratio or test shall be deemed to be a reference to, Limited Condition Transaction and shall be based on, the most recently ended Test Period for which Internal Financial Statements are internally availableother transaction in connection therewith.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, but subject to Section 1.11 and clauses (h) and (i) below, financial ratios, calculations and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Assets, Consolidated Net Income, Consolidated EBITDA, Fixed Charges and any Fixed Amount or Incurrence-Based Amount), including the Consolidated EBITDA to Consolidated Interest Expense Fixed Charges Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.111.12; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.111.12, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, (ii) calculating the covenant in Section 10.10 and (iii) Section 5.2(a)(i) and Section 5.2(a)(ii), the events described in this Section 1.11 1.12 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that, for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second Lien secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness and secured Term Loan Exchange Notes (or, in accordance with the corresponding provisions of the documentation governing and any Indebtedness representing secured Permitted Refinancing Indebtedness in respect of any thereof) and (3) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness voluntarily prepaid, repurchased, defeased, acquired or redeemed, (B) the aggregate principal amount of cash consideration paid by Term Loans assigned to any Purchasing Borrower Party pursuant to Section 13.6(g), secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness and secured Term Loan Exchange Notes (and any secured Permitted Refinancing Indebtedness in respect of any thereof), in each such case assigned to any Purchasing Borrower Party (or any similar term as defined in this the documentation governing such secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or in the Second Lien Credit Agreement, as applicablesecured Term Loan Exchange Notes) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien documentation governing such secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or secured Term Loan Exchange Notes (or, in each case, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans Loans, such Permitted Additional Debt, such secured Credit Agreement Refinancing Indebtedness or such Second Lien secured Term Loans Loan Exchange Notes, (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each casecase of this clause (C), (x) except to the extent financed by the Incurrence of long term Indebtedness (including, for the avoidance of doubt, any such Indebtedness Incurred under a revolving credit facility Incurred as Permitted Additional Debt or otherwise Incurred under Section 2.14) by, or the issuance of Capital Stock by, or the making of capital contributions to, any member of the Restricted Group or using the proceeds of any Disposition outside the ordinary course of business and (y) after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments payment had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Internal Financial Statements are internally availableavailable and may be determined with reference to the financial statements of a Parent Entity of the Borrower instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Capital Stock of the Borrower (as determined in good faith by the Board of Directors or senior management of the Borrower (or any Parent Entity)).

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios, calculations ratios and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Coverage Ratio, Consolidated First Lien Debt to Consolidated EBITDA Leverage Ratio, Consolidated Secured Debt to Consolidated EBITDA Leverage Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio Leverage Ratio, shall be calculated in the manner prescribed by this Section 1.11; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.11, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Leverage Ratio for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate,”, (ii) calculating the covenant in Section 10.10 and 6.11 (iiiii) Section 5.2(a)(i2.11(b) and Section 5.2(a)(ii), 2.11(c) the events described in this Section 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that, that for purposes of any determination under the proviso to Section 5.2(a)(ii2.11(c), Consolidated First Lien Debt shall be determined after giving pro forma effect to any (A) the aggregate principal amount voluntary prepayments of (1) Term Loans voluntarily prepaid made pursuant to Section 5.12.11(a), (2) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof) and (3B) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness constituting First Lien Obligations voluntarily prepaid, repurchased, defeased, acquired acquired, redeemed or redeemedsimilarly paid, (BC) the aggregate principal amount of Term Loans assigned to any Purchasing Borrower Party (or, if lower, the aggregate amount of cash consideration paid by any Purchasing Borrower Party (as defined in this Agreement or in the Second Lien Credit Agreement, as applicableParty) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof9.04(g), but only to the extent that such Term Loans or such Second Lien Term Loans (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (CD) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Incremental Revolving Credit Commitments pursuant to Section 4.2 2.08(b) (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b2.20(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Incremental Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case, after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii2.11(c) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation ratio or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Internal Financial Statements are internally availableSection 5.01 Financials have been delivered. For purposes of calculating Interest Coverage Ratio, Consolidated First Lien Leverage ratio, Consolidated Secured Leverage Ratio and Consolidated Total Leverage Ratio in connection with an Incurrence of Indebtedness for purposes of Section 2.20 and Sections 6.01(h), (i), (o) and (p), all commitments with respect to such Indebtedness so Incurred shall be deemed fully drawn with respect to such Indebtedness Incurred in reliance upon such ratios (but not, for the avoidance of doubt, with respect to any Indebtedness Incurred prior to such applicable Incurrence) and such ratios shall be calculated without netting the cash proceeds of such Indebtedness being Incurred.

Pro Forma and Other Calculations. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary herein, financial ratios, calculations and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.11; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.11contrary, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) calculating any applicable ratio, Consolidated Net Income or EBITDA in connection with the definition incurrence of “Applicable Margin” and Indebtedness, the “Commitment Fee Rate”issuance of Disqualified Stock, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a subsidiary of the Borrower as a Subsidiary, any Subsidiary Redesignation or any Restricted Debt Payment, (ii) calculating the covenant in Section 10.10 and determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, (iii) Section 5.2(a)(idetermining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein or (iv) determining the availability for the utilization of any basket, to the incurrence of Indebtedness, the issuance of Disqualified Stock, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a subsidiary of the Borrower as a Subsidiary, any Subsidiary Redesignation or any Restricted Debt Payment, in each case in connection with a Limited Condition Transaction, the 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 (i) through (iv) above), be deemed to be (x) the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Section 5.2(a)(iiMergers applies (or similar law in another jurisdiction), the events described date on which a “Rule 2.7 79 Doc#: US1:15347125v11 announcement” of a firm intention to make an offer (or equivalent announcement in this Section 1.11 that another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition (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 or Disqualified Stock and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred subsequent at the beginning of the most recent Test Period ending prior to the end LCT Test Date for which internal financial statements are available, 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 deemed to have been complied with. 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 such ratio (including due to fluctuations in EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the applicable Test Period 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 given pro forma effect; providedtested at the time of consummation of such Limited Condition Transaction or related transactions, however, that, for purposes of any determination under unless the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second Lien Credit Agreement (orBorrower elects, in accordance its sole discretion, to test such ratios and compliance with the corresponding provisions of conditions on the documentation governing date such Limited Condition Transaction or related transaction is consummated. If the Borrower has made an LCT Election for any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof) and (3) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness voluntarily prepaidLimited Condition Transaction, repurchased, defeased, acquired or redeemed, (B) the aggregate amount of cash consideration paid by any Purchasing Borrower Party (as defined in this Agreement or in the Second Lien Credit Agreement, as applicable) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans or such Second Lien Term Loans (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) or then in connection with the Incurrence any subsequent calculation of any Credit Agreement Refinancing Indebtedness Incurred to Refinance ratio, basket availability or compliance with any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case, after other provision hereunder (other than actual compliance with the end of Financial Covenant and the Borrower’s most recently ended full fiscal year Pricing Grid) on or following the relevant LCT Test Date and prior to the date earliest of the applicable payment to be made date on which such Limited Condition Transaction is consummated, the date that the definitive agreement for such Limited Condition Transaction is terminated or expires, or the offer in respect of a Public Offer for such acquisition is terminated, without consummation of such Limited Condition Transaction or the date the Borrower makes an election pursuant to the immediately preceding sentence, any such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation basket or test is to 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 requires issuance of Indebtedness or Disqualified Stock and the use of proceeds thereof) had been consummated on the LCT Test Date and, in the case of any Restricted Payment, on a pro forma compliancebasis excluding such Limited Condition Transaction and other transaction in connection therewith. (b) In connection with any action being taken in connection with a Limited Condition Transaction (including the incurrence of any Indebtedness and/or any Lien in connection therewith), the reference to “Test Period” for purposes of calculating determining compliance with any provision of this Agreement which requires that any representation or warranty be required to be true and correct as of the consummation of any Limited Condition Acquisition, the relevant representation and warranty shall be limited to (x) the Specified Representations (as modified appropriately for the relevant Limited Condition Acquisition) being true and correct as of such financial ratio date and (y) the representations and warranties made by the target in the applicable acquisition agreement that are material to the interests of the Lenders (in their capacities as such) (but only to the extent that the Borrower (or test its applicable affiliate) has the right to terminate its obligations under the relevant acquisition agreement or decline to consummate the acquisition as a result of a breach of such representations in the acquisition agreement) shall be true and correct in all material respects. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be a reference to, and shall be based on, the most recently ended Test Period continuing for which Internal Financial Statements are internally available.purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. 80 Doc#: US1:15347125v11

Pro Forma and Other Calculations. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary herein, financial ratios, calculations and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.11; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.11contrary, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) calculating any applicable ratio, Consolidated Net Income or EBITDA in connection with the definition incurrence of “Applicable Margin” and Indebtedness, the “Commitment Fee Rate”issuance of Disqualified Stock, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary, any Subsidiary Redesignation or any Restricted Debt Payment, (ii) calculating the covenant in Section 10.10 and determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, (iii) Section 5.2(a)(idetermining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein or (iv) determining the availability for the utilization of any basket, to the incurrence of Indebtedness, the issuance of Disqualified Stock, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary, any Subsidiary Redesignation or any Restricted Debt Payment, in each case in connection with a Limited Condition Transaction, the 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 (i) through (iv) above), be deemed to be (x) the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Section 5.2(a)(iiMergers applies (or similar law in another jurisdiction), the events described date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in this Section 1.11 that another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition (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 or Disqualified Stock and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred subsequent at the beginning of the most recent Test Period ending prior to the end LCT Test Date for which internal financial statements are available, 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 deemed to have been complied with. 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 such ratio (including due to fluctuations in EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the applicable Test Period 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 given pro forma effect; providedtested at the time of consummation of such Limited Condition Transaction or related transactions, however, that, for purposes of any determination under unless the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second Lien Credit Agreement (orBorrower elects, in accordance its sole discretion, to test such ratios and compliance with the corresponding provisions of conditions on the documentation governing date such Limited Condition Transaction or related transaction is consummated. If the Borrower has made an LCT Election for any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof) and (3) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness voluntarily prepaidLimited Condition Transaction, repurchased, defeased, acquired or redeemed, (B) the aggregate amount of cash consideration paid by any Purchasing Borrower Party (as defined in this Agreement or in the Second Lien Credit Agreement, as applicable) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans or such Second Lien Term Loans (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) or then in connection with the Incurrence any subsequent calculation of any Credit Agreement Refinancing Indebtedness Incurred to Refinance ratio, basket availability or compliance with any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case, after other provision hereunder (other than actual compliance with the end of Financial Covenant and the Borrower’s most recently ended full fiscal year Pricing Grid) on or following the relevant LCT Test Date and prior to the date earliest of the applicable payment to be made date on which such Limited Condition Transaction is consummated, the date that the definitive agreement for such Limited Condition Transaction is terminated or expires, or the offer in respect of a Public Offer for such acquisition is terminated, without consummation of such Limited Condition Transaction or the date the Borrower makes an election pursuant to the immediately preceding sentence, any such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation basket or test is to 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 requires issuance of Indebtedness or Disqualified Stock and the use of proceeds thereof) had been consummated on the LCT Test Date and, in the case of any Restricted Payment, on a pro forma compliance, the reference to “Test Period” for purposes of calculating basis excluding such financial ratio or test shall be deemed to be a reference to, Limited Condition Transaction and shall be based on, the most recently ended Test Period for which Internal Financial Statements are internally availableother transaction in connection therewith.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, but subject to Section 1.10, financial ratios, calculations ratios and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Fixed Charge Coverage Ratio, Consolidated First Lien Debt to Consolidated EBITDA Leverage Ratio, Consolidated Secured Debt to Consolidated EBITDA Leverage Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio Leverage Ratio, shall be calculated in the manner prescribed by this Section 1.11; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.11, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Leverage Ratio for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate,”, (ii) calculating the covenant in Section 10.10 6.11 and (iii) the Excess Cash Flow step-downs under Section 5.2(a)(i) and Section 5.2(a)(ii2.11(c), the events described in this Section 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that, that for purposes of any determination of the Consolidated First Lien Leverage Ratio for purposes of the Excess Cash Flow sweep levels under the proviso to Section 5.2(a)(ii2.11(c), Consolidated First Lien Debt shall be determined after giving pro forma effect to any (A) the aggregate principal amount voluntary prepayments of (1) Term Loans voluntarily prepaid made pursuant to Section 5.12.11(a), (2B) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof) Senior Secured Notes and (3) other secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness constituting First Lien Obligations, in each case voluntarily prepaid, repurchased, defeased, acquired acquired, redeemed or redeemedsimilarly paid, (BC) the aggregate principal amount of Term Loans assigned to any Purchasing Borrower Party (or, if lower, the aggregate amount of cash consideration paid by any Purchasing Borrower Party (as defined in this Agreement or in the Second Lien Credit Agreement, as applicableParty) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof9.04(g), but only to the extent that such Term Loans or such Second Lien Term Loans (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (CD) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Incremental Revolving Credit Commitments pursuant to Section 4.2 2.08(b) (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b2.20(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Incremental Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case, after the end of the Borrower’s 's most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii2.11(c) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation ratio or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Internal Financial Statements are internally available.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, but subject to Section 1.11 and clauses (h) and (i) below, financial ratios, calculations and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Assets, Consolidated Net Income, Consolidated EBITDA, Fixed Charges and any Fixed Amount or Incurrence-Based Amount), including the Consolidated EBITDA to Consolidated Interest Expense Fixed Charges Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.111.12; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.111.12, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, (ii) calculating the covenant in Section 10.10 and (iii) Section 5.2(a)(i) and Section 5.2(a)(ii), the events described in this Section 1.11 1.12 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that, for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second Lien secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness and secured Term Loan Exchange Notes (or, in accordance with the corresponding provisions of the documentation governing and any Indebtedness representing secured Permitted Refinancing Indebtedness in respect of any thereof) and (3) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness voluntarily prepaid, repurchased, defeased, acquired or redeemed, (B) the aggregate principal amount of cash consideration paid by Term Loans assigned to any Purchasing Borrower Party pursuant to Section 13.6(g), secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness and secured Term Loan Exchange Notes (and any secured Permitted Refinancing Indebtedness in respect of any thereof), in each such case assigned to any Purchasing Borrower Party (or any similar term as defined in this the documentation governing such secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or in the Second Lien Credit Agreement, as applicablesecured Term Loan Exchange Notes) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien documentation governing such secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or secured Term Loan Exchange Notes (or, in each case, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans Loans, such Permitted Additional Debt, such secured Credit Agreement Refinancing Indebtedness or such Second Lien secured Term Loans Loan Exchange Notes, (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each casecase of this clause (C), (x) except to the extent financed by the Incurrence of long term Indebtedness (including, for the avoidance of doubt, any such Indebtedness Incurred under a revolving credit facility Incurred as Permitted Additional Debt or otherwise Incurred under Section 2.14) by, or the issuance of Capital Stock by, or the making of capital contributions to, any member of the Restricted Group or using the proceeds of any Disposition outside the ordinary course of business and (y) after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments payment had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Internal Financial Statements are internally available.available and may be determined with reference to the financial statements of a Parent Entity of the Borrower instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Capital Stock of the Borrower (as determined in good faith by the Board of Directors or senior management of the Borrower (or any Parent Entity)). (b) For purposes of calculating any financial ratio, calculation or test that is to be calculated on a pro forma basis (including measurements of baskets and other calculations on the basis of Consolidated Total Assets, -103- #96562806v11

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios, calculations and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.11; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.11, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, (ii) calculating the covenant in Section 10.10 and (iii) Section 5.2(a)(i) and Section 5.2(a)(ii), the events described in this Section 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that, for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof) and (3) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness voluntarily prepaid, repurchased, defeased, acquired or redeemed, (B) the aggregate amount of cash consideration paid by any Purchasing Borrower Party (as defined in this Agreement or in the Second Lien Credit Agreement, as applicable) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans or such Second Lien Term Loans (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case, after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Internal Financial Statements are internally available.such

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios, calculations and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.11; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.11, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, (ii) calculating the covenant in Section 10.10 and (iii) Section 5.2(a)(i) and Section 5.2(a)(ii), the events described in this Section 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that, for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) Second First Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second First Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof) and (3) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness voluntarily prepaid, repurchased, defeased, acquired or redeemed, (B) the aggregate amount of cash consideration paid by any Purchasing Borrower Party (as defined in this Agreement or in the Second First Lien Credit Agreement, as applicable) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second First Lien Term Loans pursuant to Section 13.6(g) of the Second First Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans or such Second First Lien Term Loans (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments (each as defined in the First Lien Credit Agreement) pursuant to Section 4.2 of the First Lien Credit Agreement (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) of the First Lien Credit Agreement or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit CommitmentsCommitments (each as defined in the First Lien Credit Agreement)), in each case, after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Internal Financial Statements are internally available.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios, calculations and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense First Lien Net Leverage Ratio, Consolidated First Lien Debt to Consolidated EBITDA the Secured Net Leverage Ratio, Consolidated Secured Debt to Consolidated EBITDA the Total Net Leverage Ratio and Consolidated Total Debt to Consolidated EBITDA the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.11; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.11, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Net Leverage Ratio for purposes of (i) the definition of “Applicable MarginRate” and the “Applicable Commitment Fee Rate”, Fee” and (ii) calculating the covenant Financial Covenant in Section 10.10 and (iii) Section 5.2(a)(i) and Section 5.2(a)(ii)7.08, the events described in this Section 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that, for purposes of any determination under the proviso to Section 5.2(a)(ii2.05(b)(i), Consolidated Funded First Lien Debt Indebtedness shall be determined after giving pro forma effect to (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.12.05(a), and (2) Second Indebtedness secured by a Lien Term Loans voluntarily prepaid pursuant on the Collateral that ranks equal in priority (but without regard to Section 5.1 the control of the Second Lien Credit Agreement (or, in accordance remedies) with the corresponding provisions of Liens on the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof) and (3) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness Collateral securing the Obligations that is voluntarily prepaid, repurchased, defeased, acquired or redeemed, (B) the aggregate principal amount of cash consideration paid by any Purchasing Term Loans assigned to the Borrower Party (as defined in this Agreement or in the Second Lien Credit Agreement, as applicable) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g10.07(j) (or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans or such Second Lien Term Loans (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended New Revolving Credit Commitments, Additional/Replacement Commitments or Specified Refinancing Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments)2.06, in each case, after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii2.05(b)(i) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Internal Financial Statements are internally available.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios, calculations and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.111.12; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.111.12, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, ,” (ii) calculating the covenant in Section 10.10 and (iii) Section 5.2(a)(i) and Section 5.2(a)(ii), the events described in this Section 1.11 1.12 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that, for purposes of any determination under the proviso to Section 5.2(a)(ii5.2(a)(i), Consolidated First Lien Debt shall be determined after giving pro forma effect to (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, 5.1 and (2) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof) and (3) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness voluntarily prepaid, repurchased, defeased, acquired or redeemed, (B) the aggregate amount of cash consideration paid by any Purchasing Borrower Party (as defined in this Agreement or in the Second Lien Credit Agreement, as applicable) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof14.6(g), but only to the extent that such Term Loans or such Second Lien Term Loans (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the first proviso to Section 2.14(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case, after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii5.2(a)(i) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Internal Financial Statements are internally available.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, but subject to Section 1.11 and clauses (h) and (i) below, financial ratios, calculations and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Assets, Consolidated Net Income, Consolidated EBITDA, Fixed Charges and any Fixed Amount or Incurrence-Based Amount), including the Consolidated EBITDA to Consolidated Interest Expense Fixed Charges Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.111.12; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.111.12, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, (ii) calculating the covenant in Section 10.10 and (iii) Section 5.2(a)(i) and Section 5.2(a)(ii), the events described in this Section 1.11 1.12 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that, for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second Lien Senior Secured Notes, secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness and secured Term Loan Exchange Notes (or, in accordance with the corresponding provisions of the documentation governing and any Indebtedness representing secured Permitted Refinancing Indebtedness in respect of any thereof) and (3) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness voluntarily prepaid, repurchased, defeased, acquired or redeemed, (B) the aggregate principal amount of cash consideration paid by Term Loans assigned to any Purchasing Borrower Party pursuant to Section 13.6(g), secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness and secured Term Loan Exchange Notes (and any secured Permitted Refinancing Indebtedness in respect of any thereof), in each such case assigned to any Purchasing Borrower Party (or any similar term as defined in this the Senior Secured Notes Indenture or the documentation governing such secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or in the Second Lien Credit Agreement, as applicablesecured Term Loan Exchange Notes) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) the Senior Secured Notes Indenture or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien documentation governing such secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or secured Term Loan Exchange Notes (or, in each case, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans Loans, such Senior Secured Notes, such Permitted Additional Debt, such secured Credit Agreement Refinancing Indebtedness or such Second Lien secured Term Loans Loan Exchange Notes, (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of commitments under the ABL Revolving Credit CommitmentsFacility or under the documentation governing any other revolving Indebtedness (in any such case, Extended Revolving Credit Commitmentsin accordance with the applicable commitment reduction provisions of the documentation governing such facilities), Additional/Replacement Revolving Credit Commitments pursuant in each case, (x) except to Section 4.2 the extent financed by the Incurrence of long term Indebtedness (including, for the avoidance of doubt, excluding any such commitment reductions required by Indebtedness Incurred under a revolving credit facility Incurred as Permitted Additional Debt or otherwise Incurred under Section 2.14) by, or the proviso to Section 2.14(b) issuance of Capital Stock by, or in connection with the Incurrence making of capital contributions to, any member of the Restricted Group or using the proceeds of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case, Disposition outside the ordinary course of business and (y) after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments payment had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Internal Financial Statements are internally availableavailable and may be determined with reference to the financial statements of a Parent Entity of the Borrower instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Capital Stock of the Borrower (as determined in good faith by the Board of Directors or senior management of the Borrower (or any Parent Entity)).

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, but subject to Section 1.11 and clauses (h) and (i) below, financial ratios, calculations and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Assets, Consolidated Net Income, Consolidated EBITDA, Fixed Charges and any Fixed Amount or Incurrence-Based Amount), including the Consolidated EBITDA to Consolidated Interest Expense Fixed Charges Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.111.12; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.111.12, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, (ii) calculating the covenant in Section 10.10 and (iii) Section 5.2(a)(i) and Section 5.2(a)(ii), the events described in this Section 1.11 1.12 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that, for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second Lien secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness and secured Term Loan Exchange Notes (or, in accordance with the corresponding provisions of the documentation governing and any Indebtedness representing secured Permitted Refinancing Indebtedness in respect of any thereof) and (3) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness voluntarily prepaid, repurchased, defeased, acquired or redeemed, (B) the aggregate principal amount of cash consideration paid by Term Loans assigned to any Purchasing Borrower Party pursuant to Section 13.6(g), secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness and secured Term Loan Exchange Notes (and any secured Permitted Refinancing Indebtedness in respect of any thereof), in each such case assigned to any Purchasing Borrower Party (or any similar term as defined in this the documentation governing such secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or in the Second Lien Credit Agreement, as applicablesecured Term Loan Exchange Notes) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien documentation governing such secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or secured Term Loan Exchange Notes (or, in each case, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans Loans, such Permitted Additional Debt, such secured Credit Agreement Refinancing Indebtedness or such Second Lien secured Term Loans Loan Exchange Notes, (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each casecase of this clause (C), (x) except to the extent financed by the Incurrence of long term Indebtedness (including, for the avoidance of doubt, any such Indebtedness Incurred under a revolving credit facility Incurred as Permitted Additional Debt or otherwise Incurred under Section 2.14) by, or the issuance of Capital Stock by, or the making of capital contributions to, any member of the Restricted Group or using the proceeds of any Disposition outside the ordinary course of business and (y) after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments payment had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Internal Financial Statements are internally available.available and may be determined with reference to the financial statements of a Parent Entity of the Borrower instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Capital Stock of the Borrower (as determined in good faith by the Board of Directors or senior management of the Borrower (or any Parent Entity)). (b) For purposes of calculating any financial ratio, calculation or test that is to be calculated on a pro forma basis (including measurements of baskets and other calculations on the basis of Consolidated Total Assets, Consolidated Net Income or Consolidated EBITDA, Fixed Charges or any Fixed Amount or Incurrence-Based Amount), the Transactions, Specified Transactions and/or Specified Restructurings (with any Incurrence or Refinancing of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.12) that have -100- #95203802v2296160609v3 #96160609v5

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratiosfor purposes of determining compliance with any test or covenant contained in this Agreement, calculations and tests (including measurements “pro forma” or “pro forma basis” means, as to any calculation of baskets and other calculations calculated on the basis ratio of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Net Secured Debt to Consolidated EBITDA Ratio and EBITDAX, the ratio of Consolidated Total Net Debt to Consolidated EBITDA EBITDAX, the ratio of Consolidated EBITDAX to Consolidated Net Cash Interest Expense or the Current Ratio shall be calculated in the manner prescribed by this Section 1.11; provided that, notwithstanding anything to the contrary in clauses (bincluding component definitions thereof), (c), (d) or (e) of this Section 1.11, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, (ii) calculating the covenant in Section 10.10 and (iii) Section 5.2(a)(i) and Section 5.2(a)(ii), the any events as described in this Section 1.11 below that occurred occur subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that, for purposes commencement of any determination under period of four consecutive fiscal quarters (the proviso “Reference Period”) for which the financial effect of such events is being calculated, and giving effect to Section 5.2(a)(ii)the events for which such calculation is being made, Consolidated First Lien Debt shall be determined after giving such calculation as will give pro forma effect to (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 such events as if such events occurred as of the Second Lien Credit Agreement first day of the Reference Period (or, in accordance with the corresponding provisions case of Current Ratio, as of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereoflast day of such Reference Period) and that: (3i) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness voluntarily prepaid, repurchased, defeased, acquired or redeemedin making any determination on a pro forma basis, (Bx) all Debt (including Debt issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the aggregate amount of cash consideration paid by any Purchasing Borrower Party (as defined in financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Debt incurred for working capital purposes) issued, incurred, assumed or permanently repaid during the Second Lien Credit Agreement, as applicable) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien Credit Agreement Reference Period (or, unless otherwise specified, occurring during the Reference Period or thereafter and through and including the date of determination, if applicable) shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period, (y) interest charges attributable to interest on any Debt, for which pro forma effect is being given as provided in accordance preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis as if the rate that is or would be in effect with respect to such Indebtedness as at the corresponding provisions relevant date of determination would have been in effect during the period for which pro forma effect is being given and (z) the acquisition or disposition of any assets included in calculating Current Ratio shall be deemed to have occurred as of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof)last day of the applicable Reference Period, but only to the extent that such Term Loans or such Second Lien Term Loans (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (Cii) the aggregate amount any designation of an Unrestricted Subsidiary as a Restricted Subsidiary, effect shall be given to such designation and all permanent reductions other designations of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case, Unrestricted Subsidiaries as Restricted Subsidiaries after the end first day of the Borrower’s most recently ended full fiscal year relevant Reference Period and on or prior to the date of the then applicable payment designation of an Unrestricted Subsidiary as a Restricted Subsidiary, collectively. Notwithstanding anything to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. In additioncontrary contained herein, whenever a financial ratio, calculation or test is to be calculated on a all pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test calculations shall be deemed to be a reference in all respects, acceptable to, and shall be based onapproved by, the most recently ended Test Period for which Internal Financial Statements are internally availableAdministrative Agent.

Pro Forma and Other Calculations. (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary herein, financial ratios, calculations and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.11; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.11contrary, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) calculating any applicable ratio, Consolidated Net Income or EBITDA in connection with the definition incurrence of “Applicable Margin” and Indebtedness, the “Commitment Fee Rate”issuance of Disqualified Stock, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary, any Subsidiary Redesignation or any Restricted Debt Payment, (ii) calculating the covenant in Section 10.10 and determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, (iii) Section 5.2(a)(idetermining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein or (iv) determining the availability for the utilization of any basket, to the incurrence of Indebtedness, the issuance of Disqualified Stock, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary, any Subsidiary Redesignation or any Restricted Debt Payment, in each case in connection with a Limited Condition Transaction, the 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 (i) through (iv) above), be deemed to be (x) the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Section 5.2(a)(iiMergers applies (or similar law in another jurisdiction), the events described date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in this Section 1.11 that another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition (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 or Disqualified Stock and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred subsequent at the beginning of the most recent Test Period ending prior to the end LCT Test Date for which internal financial statements are available, 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 deemed to have been complied with. For the avoidance of doubt (i) if, following the LCT Test Date, any of such 61 ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the applicable Test Period 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 given pro forma effect; providedtested at the time of consummation of such Limited Condition Transaction or related transactions, however, that, for purposes of any determination under unless the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second Lien Credit Agreement (orBorrower elects, in accordance its sole discretion, to test such ratios and compliance with the corresponding provisions of conditions on the documentation governing date such Limited Condition Transaction or related transaction is consummated. If the Borrower has made an LCT Election for any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof) and (3) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness voluntarily prepaidLimited Condition Transaction, repurchased, defeased, acquired or redeemed, (B) the aggregate amount of cash consideration paid by any Purchasing Borrower Party (as defined in this Agreement or in the Second Lien Credit Agreement, as applicable) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans or such Second Lien Term Loans (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) or then in connection with the Incurrence any subsequent calculation of any Credit Agreement Refinancing Indebtedness Incurred to Refinance ratio, basket availability or compliance with any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case, after other provision hereunder (other than actual compliance with the end of Financial Covenant and the Borrower’s most recently ended full fiscal year Pricing Grid) on or following the relevant LCT Test Date and prior to the date earliest of the applicable payment to be made date on which such Limited Condition Transaction is consummated, the date that the definitive agreement for such Limited Condition Transaction is terminated or expires, or the offer in respect of a Public Offer for such acquisition is terminated, without consummation of such Limited Condition Transaction or the date the Borrower makes an election pursuant to the immediately preceding sentence, any such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation basket or test is to 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 requires issuance of Indebtedness or Disqualified Stock and the use of proceeds thereof) had been consummated on the LCT Test Date and, in the case of any Restricted Payment, on a pro forma compliance, the reference to “Test Period” for purposes of calculating basis excluding such financial ratio or test shall be deemed to be a reference to, Limited Condition Transaction and shall be based on, the most recently ended Test Period for which Internal Financial Statements are internally availableother transaction in connection therewith.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, but subject to Section 1.10, financial ratios, calculations ratios and tests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Fixed Charge Coverage Ratio, Consolidated First Lien Debt to Consolidated EBITDA Leverage Ratio, Consolidated Secured Debt to Consolidated EBITDA Leverage Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio Leverage Ratio, shall be calculated in the manner prescribed by this Section 1.11; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.11, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Leverage Ratio for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate,”, (ii) calculating the covenant in Section 10.10 6.11 and (iii) the Excess Cash Flow step-downs under Section 5.2(a)(i) and Section 5.2(a)(ii2.11(c), the events described in this Section 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that, that for purposes of any determination of the Consolidated First Lien Leverage Ratio for purposes of the Excess Cash Flow sweep levels under the proviso to Section 5.2(a)(ii2.11(c), Consolidated First Lien Debt shall be determined after giving pro forma effect to any (A) the aggregate principal amount voluntary prepayments of (1) Term Loans voluntarily prepaid made pursuant to Section 5.12.11(a), (2B) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof) Senior Secured Notes and (3) other secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness constituting First Lien Obligations, in each case voluntarily prepaid, repurchased, defeased, acquired acquired, redeemed or redeemedsimilarly paid, (BC) the aggregate principal amount of Term Loans assigned to any Purchasing Borrower Party (or, if lower, the aggregate amount of cash consideration paid by any Purchasing Borrower Party (as defined in this Agreement or in the Second Lien Credit Agreement, as applicableParty) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof9.04(g), but only to the extent that such Term Loans or such Second Lien Term Loans (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (CD) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Incremental Revolving Credit Commitments pursuant to Section 4.2 2.08(b) (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b2.20(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Incremental Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case, after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii2.11(c) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio, calculation ratio or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which Internal Financial Statements are internally available.