Common use of Pro Forma Calculations Clause in Contracts

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated in the manner prescribed by this Section. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated in the manner prescribed by this Section. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating determining compliance with the Secured applicable Consolidated First Lien Net Leverage Ratio test, Consolidated Secured Net Leverage Ratio test, Consolidated Total Net Leverage Ratio test, Consolidated Total Gross Leverage Ratio test, Consolidated Interest Coverage Ratio test or Consolidated Fixed Charge Coverage Ratio test for any Reference Period and/or the permissibility of any Applicable Transactions (and the Total Leverage Ratio, Specified Transactions incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (A) during the applicable Test Period period in respect of which such calculations are required to be made or (B) other that with respect to any calculation of the financial covenants set forth in Section 7.1 and any calculation of the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable Pricing Grid, subsequent to such Test Period period and prior to or simultaneously with the event for which the calculation of any such ratio test is made on a pro forma basis (solely with respect to determining pro forma compliance for such event) shall be calculated on a pro forma basis assuming that all such Specified Applicable Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used in either of the foregoing attributable to any Applicable Transaction) had occurred on the first day of the applicable Test Periodperiod in respect of which such calculations are required to be made. If since the beginning of any such Test Period applicable period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period period shall have made any Specified Applicable Transaction that would have required adjustment pursuant to this SectionSection 1.4, then the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Consolidated Total Gross Leverage Ratio, Consolidated Interest Coverage Ratio and the Total Leverage Ratio test or Consolidated Fixed Charge Coverage Ratio, as applicable, shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at in accordance with this Section 1.4. Notwithstanding anything to the beginning of the applicable Test Period. contrary herein, but subject to Sections 1.2(f) and (di) Notwithstanding the foregoingand 1.3, when calculating the Secured all financial ratios and tests (including any Consolidated First Lien Net Leverage Ratio and Total test, Consolidated Secured Net Leverage Ratio for purposes test, Consolidated Total Net Leverage Ratio test, Consolidated Total Gross Leverage Ratio test, Consolidated Interest Coverage Ratio test or Consolidated Fixed Charge Coverage Ratio test, as applicable and determining the amount of determining compliance Consolidated Net Income and Consolidated EBITDA) contained in this Agreement that are calculated with Section 7.14 at the end of a Test respect to any Reference Period (excluding determinations of compliance during which any Applicable Transaction occurs shall be calculated with respect to such Section Reference Period and such Applicable Transaction on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effectaccordance with this Section 1.4. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Total Leverage Interest Coverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) In or (d) of this Section 1.09, when calculating the event that Total Leverage Ratio, the Parent Borrower or any Restricted Subsidiary incursSecured Leverage Ratio, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated First Lien Secured Debt or Consolidated Total DebtLeverage Ratio and the Interest Coverage Ratio, as applicable, for purposes of (i) the case may be Applicable ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, the events described in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), this Section 1.09 that occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Total Leverage Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.09, then the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Total Leverage Interest Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.09. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, the amount of cost savings, operating expense reductions and synergies resulting from projected by the Borrower in good faith to be realized as a result of specified actions taken or with respect to which the Borrower in good faith expects that substantial steps will have been taken within 6 months after the closing date of such Specified Transaction (other than the Transactions) which is being given calculated on a pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by basis as though such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies shall be subject to the limitations set forth in the definition of Consolidated EBITDA. (d) In the event that the Borrower or synergies any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio, the First Lien Secured Leverage Ratio or the Secured Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have not been based upon the rate actually realizedchose, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Coverage Ratio, the Total Leverage Ratio, the Senior Secured Leverage Ratio and the First Lien Leverage Ratio, and compliance with covenants determined by reference to Consolidated EBITDA and Total Leverage Ratio Assets shall be calculated in the manner prescribed by this SectionSection 1.09; provided that, notwithstanding anything to the contrary in this Section 1.09, when calculating (i) the First Lien Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, (ii) the First Lien Leverage Ratio for purposes of determining the “Applicable Margin” and (iii) the Total Leverage Ratio for the purposes of actual compliance with Section 7.11 (as opposed to a pro forma calculation in accordance with Section 7.11 for purposes of another provision), the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Consolidated Coverage Ratio, the Total Leverage Ratio, the Senior Secured Leverage Ratio, the First Lien Leverage Ratio, Consolidated EBITDA or Total Assets, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then the Consolidated Coverage Ratio, the Total Leverage Ratio, the Senior Secured Leverage Ratio, the First Lien Leverage Ratio, Consolidated EBITDA and Total Assets, as applicable, shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating improvements and synergies related to such Specified Transaction (and related insourcing initiatives) projected by the Borrower in good faith to be realized as a result of specified actions taken or expected to be taken or with respect to which substantial steps have been taken or are expected to be taken (calculated (i) on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of the applicable EBITDA Determination Period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such EBITDA Determination Period and (ii) such that “run-rate” means the full recurring benefit for a period that is associated with any action either taken or expected to be taken or with respect to which substantial steps have been taken or are expected to be taken (in each case, in the good faith determination of the Borrower)) relating to such Specified Transaction, net of the amount of actual benefits realized during such EBITDA Determination Period from such actions; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith determination of the Borrower, (B) such actions are taken or substantial steps with respect to such actions are or are expected to be taken no later than 24 months after the date of such Specified Transaction and (C) no amounts shall be added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such EBITDA Determination Period. (d) In the event that the Parent Borrower or any Restricted Subsidiary incursincurs (including by assumption or guarantees) or repays (including by redemption, assumesrepayment, guaranteesretirement, redeemsdefeasance, repays, retires discharge or extinguishes extinguishment) any Indebtedness included in the definitions calculations of the Consolidated Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio and the Senior Secured Debt or Consolidated Total DebtLeverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made made, then such ratio or test shall be calculated on a giving pro forma basis assuming that all effect to such Specified Transactions incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, in each case, to the extent required, as if the same had occurred on the last day of the applicable Test Period (and except in the change case of the Consolidated Coverage Ratio (or similar ratio), in Consolidated EBITDA resulting therefrom) which case such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness will be given effect as if the same had occurred on the first day of the applicable Test Period). If since the beginning any Indebtedness bears a floating rate of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio interest and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be is being given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Coverage Ratio is made in good faith had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (and may includee) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, have occurred, is continuing or would result from any such action, as applicable, such condition shall, at the avoidance option of doubtthe Borrower, cost savingsbe deemed satisfied, operating expense reductions and synergies resulting from so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreement for such Specified Limited Condition Transaction is entered into. Furthermore, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than the Transactionsfinancial covenant set forth under Section 7.11 (except if being tested on a Pro Forma Basis)) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to requires the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative calculation of any amounts that are otherwise added back in computing financial ratio or test, including, without limitation, the Consolidated EBITDA with respect to such period. Notwithstanding Coverage Ratio, the foregoingSenior Secured Leverage Ratio, calculations the First Lien Leverage Ratio or the Total Leverage Ratio, but excluding the calculation of the Total First Lien Leverage Ratio for purposes of the definition Applicable ECF Percentage of Excess Cash Flow; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Total Assets); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “Applicable Rate” LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and Section 2.05(b)(iif, after giving Pro Forma Effect to the Limited Condition Transaction, the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, (i) if the Borrower has made an LCT Election and 2.05(b)(iiany of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been satisfied as a result of such fluctuations and (ii) such ratios, tests or baskets shall not be tested at the time of consummation of such Limited Condition Transaction, unless the Borrower elects in its sole discretion to test such ratio, test or basket on the date such Limited Condition Transaction is consummated instead of the date of the related definitive agreement. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any event or transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving Pro Forma Effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. (f) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Consolidated Coverage Ratio, the Senior Secured Leverage Ratio, the First Lien Leverage Ratio or the Total Leverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that any Fixed Amount (and any cash proceeds thereof) shall not include any cost savings, operating expense reductions be disregarded in the calculation of the financial ratio or synergies that have not been actually realizedtest applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.7; provided that, notwithstanding anything to the contrary in this Section 1.7, when calculating the Fixed Charge Coverage Ratio for purposes of determining actual compliance (band not compliance on a Pro Forma Basis) In with Section 6.1, the event events described in this Section 1.7 that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries made, in each case without duplication, (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its the Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.7, then the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such the Specified Transaction had occurred at on the beginning first day of the applicable Test Period in accordance with this Section 1.7. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Borrower as set forth in a certificate from a Responsible Officer, to reflect, in each case without duplication, (i) operating expense reductions and other operating improvements, synergies or cost savings reasonably expected to result from such relevant pro forma event (including, to the extent applicable, the Transaction) based on actions already taken and for which the full run-rate effect of such actions is expected to be realized within eighteen (18) months of such action, and (ii) all adjustments of the nature set forth in Schedule 1.7(b) to the extent such adjustments, without duplication, continue to be applicable to the relevant Test Period. (c) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the first day of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio If any Indebtedness bears a floating rate of interest and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be is being given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Fixed Charge Coverage Ratio is made in good faith had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a Pro Forma Basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurodollar interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (and may include, e) Any amount in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such currency for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected most recent twelve month period immediately prior to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts determination in a manner consistent with that are otherwise added back used in computing calculating Consolidated EBITDA with respect to such for the applicable period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Total Leverage Interest Coverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.11; provided that notwithstanding anything to the contrary in clauses (b) In or (c) of this Section 1.11 when calculating the event that Total Net Leverage Ratio, the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in Rent-Adjusted Total Net Leverage Ratio and the definitions of Consolidated Secured Debt or Consolidated Total DebtInterest Coverage Ratio, as applicable, for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any financial covenant pursuant to Section 8.12, the case may be (events described in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), this Section 1.11 that occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating the Secured Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Total Leverage Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or and (ii) except as set forth in Section 1.11(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA or Borrower Group EBITDA and the change in Consolidated EBITDA resulting therefromcomponent financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If If, since the beginning of any such applicable Test Period Period, any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower Company or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.11, then the Secured Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.11. (c) In the event that the Company or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, prepayment, retirement, exchange, extinguishment or satisfaction and discharge) any Indebtedness included in the calculations of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period and/or (ii) except as set forth in Section 1.11(a), subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment or discharge of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Net Leverage Ratio and the Rent-Adjusted Total Net Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If the Company or any Restricted Subsidiary provides an irrevocable notice of a redemption of any debt securities, then the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such Specified Transaction redemption, to the extent required, as if the same had occurred at on the beginning date the notice of redemption was delivered. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided that, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period. (d) Notwithstanding , the foregoing, when calculating actual interest may be used for the Secured Leverage Ratio and Total Leverage Ratio for purposes applicable portion of determining compliance with Section 7.14 at the end of a such Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant and to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever give pro forma effect is to be given to such repayment. Interest on a Specified Transaction (other than the Transactions), the pro forma calculations Finance Lease shall be made in good faith deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower (and Company to be the rate of interest in such Finance Lease in accordance with GAAP. Interest on Indebtedness that may includeoptionally be determined at an interest rate based upon a factor of a prime or similar rate, for the avoidance of doubta London interbank offered rate, cost savingsor other rate, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that shall be determined to have been based upon the rate actually chosen, or are expected to be realized and shall be certified if none, then based upon such optional rate chosen as the Company may designate. (d) When used in an officers’ certificate by such responsible financial or accounting officer delivered reference to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations calculation of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio for purposes of determining actual compliance with Section 8.12 (and not Pro Forma Compliance or compliance on a Pro Forma Basis), references to the definition date of “Applicable Rate” determination shall mean the last day of the relevant Fiscal Quarter then being tested. When used in reference to the calculation of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio for purposes of determining Pro Forma Compliance or compliance on a Pro Forma Basis (other than for purposes of actual compliance with Section 2.05(b)(i8.12), references to the date of determination shall mean the calculation of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio (as applicable) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedas of the last day of the most recent Test Period on a Pro Forma Basis.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated in the manner prescribed by this Section. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating (A) the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii)) or (B) the Total Leverage Ratio for purposes of the definition of “Maturity Date”, the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agentrealized); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken or committed to be taken within 12 18 months after the date of such Specified Transaction, Transaction and (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (including, without limitation, through clause (a)(viii) of the definition thereof) with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Interest Coverage Ratio and the Total Leverage Consolidated Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this SectionSection 1.06. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Interest Coverage Ratio and the Total Leverage Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Measurement Period or and (ii) subsequent to such Test Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Measurement Period. If since the beginning of any such Test applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Lead Borrower or any of its Restricted Subsidiaries since the beginning of such Test Measurement Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.06, then the Secured Leverage Interest Coverage Ratio and the Total Leverage Consolidated Fixed Charge Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.06. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Lead Borrower (and may include, for the avoidance of doubtwithout duplication, cost savings, operating expense reductions reductions, restructuring charges and expenses and cost-saving synergies resulting from such Specified Transaction Investment, acquisition, disposition, merger, consolidation or discontinued operation or other transaction, in each case calculated in the manner described in the definition of Consolidated EBITDA. (other than the Transactionsd) which is being given pro forma effect that have been or are expected to be realized and Interest on a Capital Lease Obligation shall be certified in deemed to accrue at an officers’ certificate interest rate reasonably determined by such a responsible financial or accounting officer delivered of the Lead Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Lead Borrower or Subsidiary may designate. (e) Notwithstanding anything in this Agreement to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportablecontrary, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to any Designated Acquisition and the incurrence of any Designated Indebtedness or Lien in connection therewith, compliance with the Adjusted Payment Conditions test required by this Agreement for such period. Notwithstanding Designated Acquisition or such Designated Indebtedness shall be determined on the foregoingdate the definitive acquisition agreement for such Designated Acquisition is entered into and, calculations of only with respect to the Total Leverage Ratio for purposes tests described in clause (b)(x)(i) and (b)(y) of the definition of “Applicable Rate” Adjusted Payment Conditions”, at the time of closing of such Designated Acquisition and Section 2.05(b)(i) incurrence of such Designated Indebtedness and, thereafter until consummation of such Designated Acquisition or the termination of such definitive agreement relating to such Designated Acquisition, all other incurrence tests under this Agreement shall be required to be complied with on an actual basis without giving effect to such Designated Acquisition and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedon a pro forma basis after giving effect to such Designated Acquisition and the incurrence of such Designated Indebtedness.

Pro Forma Calculations. (a) Notwithstanding anything to For purposes of any calculation of the contrary hereinFirst Lien Net Leverage Ratio, the Secured Consolidated EBITDA or Total Net Leverage Ratio and the Total Leverage Ratio shall be calculated Ratio, in the manner prescribed by this Section. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of Specified Transaction has occurred during the Test Period for which the Secured Leverage Ratio and the Total First Lien Net Leverage Ratio, as the case may be, Consolidated EBITDA or Total Net Leverage Ratio is being calculated but prior to or simultaneously with following the event for which the calculation end of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and on or prior to the date of determination, such calculation shall be made on a Pro Forma Basis. (b) Notwithstanding anything in this Agreement or simultaneously any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the event for which consummation of a Limited Condition Acquisition, the calculation date of any determination of such ratio and determination of whether any Default or Event of Default has occurred, is made shall continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be calculated deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a pro forma basis assuming that all Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (and the change in Consolidated EBITDA resulting therefromincluding any incurrence of Indebtedness) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction they occurred at the beginning of the applicable four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Period. (d) Notwithstanding Date, the foregoing, when calculating Borrower could have taken such action on the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a relevant LCA Test Period (excluding determinations of Date in compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii)ratios and provisions, 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations such provisions shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for deemed to have been complied with. For the avoidance of doubt, cost savings(x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, operating expense reductions such ratios and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that provisions will not be deemed to have been or are expected to be realized exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (Ay) such amounts are reasonably identifiable ratios and factually supportable, (B) actions to realize such amounts are taken within 12 months after other provisions shall not be tested at the date time of consummation of such Limited Condition Acquisition or related Specified TransactionTransactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, (C) no amounts shall be added pursuant to this clause to the extent duplicative then in connection with any subsequent calculation of any amounts that are otherwise added back in computing Consolidated EBITDA ratio or basket availability with respect to such period. Notwithstanding any other Specified Transaction on or following the foregoing, calculations relevant LCA Test Date and prior to the earlier of the Total Leverage Ratio date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for purposes such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the definition use of “Applicable Rate” and Section 2.05(b)(iproceeds thereof) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedconsummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio Consolidated EBITDA, Consolidated Interest Coverage Ratio, Consolidated Interest Expense and the Total Consolidated Leverage Ratio shall be calculated in the manner prescribed by this SectionSection 1.07. (b) In the event As to any Person, for any events as described in Sections 1.07(c) and (d) below that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), occur subsequent to the end commencement of the Test Period a period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, financial effect of such events is being calculated but prior calculated, and giving effect to or simultaneously with the event events for which the such calculation of any such ratio is being made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving such calculation as will give pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, events as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had events occurred on the first day of the applicable Test Period. If since four consecutive fiscal quarter period ended on or before the beginning occurrence of such event. (c) With respect to compliance with any test or covenant hereunder, compliance with such test or covenant after giving effect to any designation of any such Test Period any Person that subsequently became a Restricted Subsidiary as an Unrestricted Subsidiary, any proposed Permitted Acquisition, Investment or was mergedDisposition (including pro forma adjustments arising out of events which are directly attributable to the proposed designation, amalgamated Permitted Acquisition, Investment or Disposition, are factually supportable and are expected to have a continuing impact, in each case as reasonably determined by the Borrower and as certified by a Responsible Officer of the Borrower) shall be calculated, using, for purposes of determining such compliance, the historical financial statements of all entities or assets so acquired or sold or to be acquired or sold and the consolidated financial statements of the Borrower and its Subsidiaries which shall be reformulated as if such designation, Permitted Acquisition, Investment or Disposition, and all other designations, Permitted Acquisitions, Investments or Dispositions that have been consummated during the period, and any Indebtedness or other liabilities incurred or repaid in connection with any such designation, Permitted Acquisition, Investment or into the Parent Borrower Disposition had been consummated and incurred or any of its Restricted Subsidiaries since repaid at the beginning of such Test Period period (and if such Indebtedness has a floating or formula rate, shall have made any Specified Transaction that an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would have required adjustment pursuant be in effect with respect to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period Indebtedness as if such Specified Transaction occurred at the beginning relevant date of the applicable Test Perioddetermination). (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section In making any determination on a pro forma basis pursuant to Sections 2.05(b)(ii)basis, 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given any such pro forma effect. (e) Whenever pro forma effect is calculation, to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, reflect operating expense reductions and synergies resulting reasonably expected to result from such Specified Transaction any acquisition or merger, may include adjustments as appropriate, in the reasonable determination of the Borrower as set forth in a certificate of a Responsible Officer, that either (other than i) would be permitted pursuant to Rule 11-02 of Regulation S-X of the TransactionsSecurities Act of 1933 or (ii) which is being given pro forma effect that have been realized or for which substantially all the steps necessary for realization have been taken or at the time of determination are reasonably expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after following any such acquisition, including, but not limited to, the date execution or termination of such Specified Transactionany contracts, the termination of any personnel or the closing of any facility, as applicable (C) no amounts shall be added pursuant to this clause to the extent duplicative but determined without duplication of any amounts that are otherwise added back included in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes clause (a)(v) of the definition of “Applicable Rate” Consolidated EBITDA”), provided that such adjustments shall be calculated on an annualized basis and Section 2.05(b)(iwill be set forth in a certificate signed by a Responsible Officer of the Borrower and another officer which states in detail (i) the amount of such adjustment or adjustments, and 2.05(b)(ii(ii) shall not include any cost savings, operating expense reductions that such adjustment or synergies that have not been actually realizedadjustments are based on the reasonable good faith beliefs of the officers executing such certificate at the time of such execution.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Total Leverage Interest Coverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) In or (d) of this Section 1.09, when calculating the event that Total Leverage Ratio, the Parent Borrower or any Restricted Subsidiary incursSecured Leverage Ratio, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated First Lien Secured Debt or Consolidated Total DebtLeverage Ratio and the Interest Coverage Ratio, as applicable, for purposes of (i) the case may be Applicable ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, the events described in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), this Section 1.09 that occurred subsequent to the end of the applicable Test Period for which shall not be given pro forma effect. For purposes of calculating the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.09, then the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Total Leverage Interest Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance in accordance with this Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) 1.09. Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, the amount of cost savings, operating expense reductions and synergies resulting from projected by the Borrower in good faith to be realized as a result of specified actions taken or with respect to which the Borrower in good faith expects that substantial steps will have been taken within 6 months after the closing date of such Specified Transaction (other than the Transactions) which is being given calculated on a pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by basis as though such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies shall be subject to the limitations set forth in the definition of Consolidated EBITDA. In the event that the Borrower or synergies any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio, the First Lien Secured Leverage Ratio or the Secured Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have not been based upon the rate actually realizedchose, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Consolidated Fixed Charge Coverage Ratio and the Total Net Leverage Ratio shall be calculated in the manner prescribed by this SectionSection 1.06. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Consolidated Fixed Charge Coverage Ratio and the Total Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Measurement Period or and (ii) subsequent to such Test Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Measurement Period. If since the beginning of any such Test applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Measurement Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.06, then the Secured Leverage Consolidated Fixed Charge Coverage Ratio and the Total Net Leverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.06. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Lead Borrower (and may include, for the avoidance of doubtwithout duplication, cost savings, operating expense reductions reductions, restructuring charges and expenses and cost-saving synergies resulting from such Specified Transaction Investment, acquisition, disposition, merger, consolidation or discontinued operation or other transaction, in each case calculated in the manner described in the definition of Consolidated EBITDA. (other than the Transactionsd) which is being given pro forma effect that have been or are expected to be realized and Interest on a Capital Lease Obligation shall be certified in deemed to accrue at an officers’ certificate interest rate reasonably determined by such a responsible financial or accounting officer delivered of the Lead Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Lead Borrower or Subsidiary may designate. (e) Notwithstanding anything in this Agreement to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportablecontrary, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to any Designated Acquisition and the incurrence of any Designated Indebtedness or Lien in connection therewith, compliance with the Payment Conditions test required by this Agreement for such period. Notwithstanding Designated Acquisition or such Designated Indebtedness shall be determined on the foregoingdate the definitive acquisition agreement for such Designated Acquisition is entered into and, calculations of only with respect to the Total Leverage Ratio for purposes tests described in clause (b)(i)(A) and (b)(ii) of the definition of “Applicable Rate” Payment Conditions”, at the time of closing of such Designated Acquisition and Section 2.05(b)(i) incurrence of such Designated Indebtedness and, thereafter until consummation of such Designated Acquisition or the termination of such definitive agreement relating to such Designated Acquisition, all other incurrence tests under this Agreement shall be required to be complied with on an actual basis without giving effect to such Designated Acquisition and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedon a pro forma basis after giving effect to such Designated Acquisition and the incurrence of such Designated Indebtedness.

Pro Forma Calculations. (ai) Notwithstanding anything to the contrary herein, the Secured Fixed Charge Coverage Ratio, Total Leverage Ratio and the Total Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.06; provided that notwithstanding anything to the contrary in this Section 1.06, when calculating the Senior Secured Leverage Ratio for purposes of determining actual compliance (band not Pro Forma Compliance or compliance on a Pro Forma Basis) In with the event Senior Secured Leverage Ratio set forth in Section 10.07, the events described in this Section 1.06 that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cii) For purposes of calculating the Secured Fixed Charge Coverage Ratio, Total Leverage Ratio and the Total Senior Secured Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or Calculation Period and (ii) subsequent to such Test Period (or Calculation Period) and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated Adjusted EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period or Calculation Period, as applicable. Without limiting the foregoing, for purposes of calculating the Fixed Charge Coverage Ratio, the Total Leverage Ratio and Senior Secured Leverage Ratio, any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during the applicable Test Period; and any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.06, then the Fixed Charge Coverage Ratio, Total Leverage Ratio and Senior Secured Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.06, and the Consolidated Adjusted EBITDA attributable to discontinued operations, as determined in accordance with GAAP shall be excluded for purposes of such calculations. (iii) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness or issues, repurchases or redeems preferred stock included in the calculations of the Fixed Charge Coverage Ratio, Total Leverage Ratio and Senior Secured Leverage Ratio (in each case except for determinations pursuant to Section 10.07 and other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (x) during the applicable Test Period (or Calculation Period) or (y) subsequent to the end of the applicable Test Period (or Calculation Period) and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Fixed Charge Coverage Ratio, Total Leverage Ratio and Senior Secured Leverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period (or Calculation Period) in the case of the Fixed Charge Coverage Ratio, the Total Leverage Ratio or the Senior Secured Leverage Ratio. If any Indebtedness that is being incurred on the Calculation Date bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire Test Period (taking into account any Hedging Obligation applicable to such Indebtedness). (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (eiv) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)or implementation of an operating initiative, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, the amount of cost savings, operating expense reductions reductions, other operating improvements and synergies resulting from that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to be reasonably anticipated to be realizable within the later of 18 months after the event giving rise thereto or, with respect to any such Specified Transaction (other than adjustment in connection with the Transactions) , within 24 months after the Closing Date (provided, that to the extent any such operational changes are not associated with a transaction, such changes shall be limited to those for which is being given pro forma effect that all steps have been or taken for realizing such savings and are expected to be realized factually supportable, reasonably identifiable and shall be certified in supported by an officers’ certificate by such responsible financial or accounting officer Officer’s Certificate delivered to the Administrative Agent); provided that ) (Acalculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period) such amounts are reasonably identifiable and factually supportable, (B) actions relating to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts net of the amount of actual benefits realized during such period from such actions; provided that any increase in Consolidated Adjusted EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies shall be subject to the limitations set forth in the definition of Consolidated Adjusted EBITDA; provided that amounts added back pursuant to this clause to the extent duplicative of Section 1.06 (iv) shall not, when taken together with any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes add-backs pursuant clauses (vii) and (viii) of the definition of “Applicable RateConsolidated Adjusted EBITDA,” account for more than 25% of Consolidated Adjusted EBITDA in any Test Period (calculated before giving effect to any such add-backs and Section 2.05(b)(iadjustments). (v) For purposes of calculating the Fixed Charge Coverage Ratio, the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and 2.05(b)(iioperations or businesses (and ownership interests therein) shall disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not include be obligations of the specified Person or any cost savings, operating expense reductions or synergies that have not been actually realizedof its Restricted Subsidiaries following the Calculation Date.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the The Fixed Charge Coverage Ratio and Senior Secured Leverage Ratio and the Total Leverage Ratio for any four-quarter reference period shall be calculated in the manner prescribed by this Section. on a Pro Forma Basis (bas defined below) In the event assuming that the Parent Borrower all acquisitions, dispositions, mergers, amalgamations or any Restricted Subsidiary incursconsolidations, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each casecase with respect to an operating unit of a business, other than Indebtedness incurred or repaid under any revolving credit facility in made during such four-quarter reference period (including the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of any Indebtedness, as if or the same had occurred on the last day issuance or redemption of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage RatioDisqualified Stock or Preferred Stock, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously in connection with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefromtransaction) had occurred on the first day of the applicable Test Periodfour-quarter reference period. If since the beginning of any during such Test Period period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated merged with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of during such Test Period period shall have made any Specified Transaction acquisition, disposition, merger, amalgamation or consolidation, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this Sectiondefinition, then the Secured Leverage Ratio and the Total Leverage Ratio such ratio shall be calculated giving pro forma effect thereto on a Pro Forma Basis for such period as if such Specified Transaction acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable Test Periodfour-quarter period. (db) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 Interest on a Capitalized Lease Obligation shall be deemed to accrue at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower (and to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a Pro Forma Basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may includeoptionally be determined at an interest rate based upon a factor of a prime or similar rate, for the avoidance of doubta eurocurrency interbank offered rate, cost savingsor other rate, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate. (c) For purposes of this Section 1.08, “Pro Forma Basis” shall mean on a basis in accordance with GAAP and, to the extent applicable, reasonable assumptions that are specified in detail in the relevant Officer’s Certificate or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered other document provided to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back Agent in computing Consolidated EBITDA accordance with respect to such period. Notwithstanding the foregoing, calculations Regulation S-X of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedSecurities Act.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio any leverage or coverage ratio provided for herein and the Consolidated Total Leverage Ratio Assets shall be calculated in the manner prescribed by this Section. Section 1.11; provided that when calculating any leverage ratio for the purpose of the definition of Excess Cash Flow Percentage, the events set forth in clauses (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (c) and (d) below that occurred subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio applicable four fiscal quarter period shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating the Secured Leverage Ratio any leverage or coverage ratio provided for herein, all Specified Transactions (and the Total Leverage Ratio, Specified Transactions incurrence or repayment of any Indebtedness and the granting or terminating of any Liens in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries consummated (i) during the applicable period of four consecutive fiscal quarters for which such leverage or coverage ratio is being determined (the “Test Period Period”) or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of ; provided that any such Test Period any Person that subsequently became calculation of a Restricted Subsidiary or was merged, amalgamated or consolidated leverage ratio in connection with or into an incurrence of Indebtedness shall not include the Parent Borrower or any of its Restricted Subsidiaries since the beginning proceeds of such Test Period shall incurrence in the Cash-Netting Provision. For purposes of calculating Consolidated Total Assets, all Specified Transactions that have been consummated subsequent to the last day of the most recently completed fiscal quarter of the Borrower and prior to or simultaneously with the event for which the calculation of Consolidated Total Assets is made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), assuming that all such Specified Transactions had occurred on the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end last day of the Test Period shall not be given pro forma effectmost recently completed fiscal quarter of the Borrower. (ec) Whenever If pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible the chief financial or accounting officer of the Parent Borrower and include only those adjustments that would be permitted or required by Regulation S-X of the federal securities laws together with those adjustments that (i) have been certified by the chief financial officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and may include(ii) are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, for (B) expected to have a continuing impact on the Borrower and its Restricted Subsidiaries, (C) factually supportable and reasonably identifiable and (D) based on reasonably detailed written assumptions. For the avoidance of doubt, cost savingsall pro forma adjustments shall be consistent with, operating expense reductions and synergies resulting from such Specified Transaction subject to, the caps and limits set forth in the applicable definitions herein. (d) In the event that the Borrower or any of its Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculation of any leverage or coverage ratio provided for herein (other than Indebtedness incurred or repaid under any revolving credit facility in the Transactionsordinary course of business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is being given made, then such leverage or coverage ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period (or, in the case of the coverage ratio, on the first day of the applicable Test Period). (e) If the Borrower has made an LCA Election, then, in connection with any unrelated calculation of any ratio or test at or following the relevant LCA Test Time, and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that have been the definitive agreement for such Limited Condition Acquisition is terminated or are expected to be realized and expires without consummation of such Limited Condition Acquisition, any such ratio or test shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that calculated on (A) a pro forma basis assuming such amounts are reasonably identifiable Limited Condition Acquisition and factually supportableany transactions in connection therewith (including any incurrence of Indebtedness, Liens and the use of proceeds thereof) has been consummated, and also on (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect a standalone basis without giving effect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include Limited Condition Acquisition or any cost savings, operating expense reductions or synergies that have not been actually realizedsuch transactions in connection therewith.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA, Consolidated Total Assets and any financial ratios or tests, including the Total Net Leverage Ratio, the Total Net First Lien Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Leverage Ratio Fixed Charge Coverage Ratio, shall be calculated in the manner prescribed by this SectionSection 1.08; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.08, when calculating the Total Net First Lien Leverage Ratio for purposes of Section 2.05(b)(i), the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating Consolidated EBITDA, Consolidated Total Assets and any financial ratios or tests, including the Total Net Leverage Ratio, the Total Net First Lien Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Consolidated Total Assets, Municipal Waste Contracts and Put-or-Pay Agreements that have been entered into and Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made, in each case, (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Consolidated EBITDA, Consolidated Total Assets or any such ratio is made shall be calculated on a pro forma basis (x) assuming that all such Municipal Waste Contracts and Put-or-Pay Agreements shall have been entered into and all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period and (y) including projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Municipal Waste Contracts and Put-or-Pay Agreements. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have entered into any Municipal Waste Contract or Put-or-Pay Agreements or made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then the Total Net Leverage Ratio, the Total Net First Lien Leverage Ratio, the Total Net Senior Secured Leverage Ratio, and the Fixed Charge Coverage Ratio, Consolidated EBITDA and Consolidated Total Assets shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. For greater certainty, with respect to adjustments to Consolidated EBITDA with respect to any Municipal Waste Contract or Put-or-Pay Agreement, (a) Projected Run Rate EBITDA shall be used for each 12-month period commencing on the later of (1) the date of execution of the contract and (2) nine months and one day prior to the Service Commencement Date and ending on that date which is three months after the Service Commencement Date, (b) for any 12-month period ending more than three months after the Service Commencement Date but not more than 15 months after the Service Commencement Date, actual Consolidated EBITDA generated by and attributable to the relevant contract shall be included for each month which is more than three months after the Service Commencement Date and Projected Run Rate EBITDA, pro-rated for the balance of the relevant 12-month period, shall be used for each month in such period ended on the last day of the third month after the Service Commencement Date (such that Consolidated EBITDA determined at the end of the fourth month following the Service Commencement Date shall be the sum of actual Consolidated EBITDA for such fourth month plus 11/12 of the 12-month Projected Run Rate EBITDA), and (c) for any 12-month period ending more than 15 months after the Service Commencement Date, only actual Consolidated EBITDA shall be used and there shall be no adjustment with respect to the relevant contract. To avoid duplication, the actual Consolidated EBITDA generated during the 12-month period ending three months after the Service Commencement Date shall be deducted from the calculation of Consolidated EBITDA for the relevant contract. (c) Whenever pro forma effect is to be given to an Municipal Waste Contract or Put-or-Pay Agreement or a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower and may include, for the avoidance of doubt, (x) projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Municipal Waste Contracts and Put-or-Pay Agreements and (y) the amount of “run rate” cost savings, operating expense reductions, restructuring charges and expenses and cost synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, restructuring charges and expenses and cost synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, restructuring charges and expenses and cost synergies were realized during the entirety of such period) relating to such Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that (A) with respect to clause (y) above, such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Borrower), (B) with respect to clause (y) above, such actions are taken, committed to be taken or expected to be taken no later than eighteen (18) months after the date of such Specified Transaction or entry into such Municipal Waste Contract, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that, subject to compliance with the other provisions of this Section 1.08(c), amounts to be included in pro forma calculations pursuant to this Section 1.08(c) may be included in Test Periods in which the Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to Section 1.08(b). (d) In the event that the Parent Borrower or any Restricted Subsidiary incursincurs (including by assumption or guarantees) or repays (including by repurchase, assumesredemption, guaranteesretirement, redeemsextinguishment, repaysdefeasance, retires discharge, escrow or extinguishes similar arrangements) any Indebtedness included in the definitions calculations of Consolidated the Total Net Leverage Ratio, the Total Net First Lien Leverage Ratio, the Total Net Senior Secured Debt Leverage Ratio or Consolidated Total Debtthe Fixed Charge Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Net Leverage Ratio, the Total Net First Lien Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Leverage Ratio Fixed Charge Coverage Ratio, as applicable, shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement incurrence or extinguishment repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date such calculation is being made had been the applicable rate for the entire period (taking into account any Swap Contract applicable to such Indebtedness). Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency Rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate. (ce) For purposes of calculating On and after the Secured Leverage Ratio date pro forma effect is to be given to a Permitted Acquisition and on which the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period Subsidiary is incurring or subsequent deemed to such Test Period and prior be incurring Indebtedness, which Permitted Acquisition has yet to or simultaneously with the event be consummated but for which a definitive agreement governing such Permitted Acquisition has been executed and remains in effect, such pro forma effect shall be deemed to continue at all times thereafter, and such Permitted Acquisition shall be deemed to have been consummated and all such Indebtedness incurred or deemed to be incurred in connection with such Permitted Acquisition shall be deemed to be outstanding, for purposes of determining ratio-based conditions and baskets (including baskets that are determined on the calculation basis of Consolidated EBITDA or Consolidated Total Assets) until such Permitted Acquisition is consummated or such definitive agreement is terminated (it being understood that any such ratio Indebtedness that is made actually incurred shall continue to be calculated on a treated as outstanding (until actually repaid) for such purposes notwithstanding the termination of such agreement or consummation of such Permitted Acquisition); provided that pro forma basis assuming that all such Specified Transactions (and the change in effect shall also be given to Consolidated EBITDA resulting therefrom) in connection with any such Permitted Acquisition as if such Permitted Acquisition had occurred on the first day of the applicable Test Period. If since Period to the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into extent the Parent Borrower or any of its Restricted Subsidiaries since applicable ratio being so calculated would be greater than the beginning calculation of such Test Period ratio without giving such pro forma effect to the calculation of Consolidated EBITDA after giving effect to the preceding provisions of this clause (e), but in no event shall have made any Specified Transaction such pro forma effect of the calculation of Consolidated EBITDA be given effect to the extent it would result in the applicable ratio being less that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated calculation of such ratio without giving pro forma effect thereto for to such period as if such Specified Transaction occurred at the beginning of the applicable Test PeriodPermitted Acquisition. (df) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio It is expressly understood and Total Leverage Ratio for purposes of determining agreed that pro forma adjustments and calculations need not be prepared in compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent)Regulation S-X; provided that (A) such amounts are reasonably identifiable and factually supportablethat, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative any pro forma adjustments pursuant to Section 1.08(c) are not in compliance with Regulation S-X, the aggregate amount of any amounts that are otherwise added back in computing such add-backs to Consolidated EBITDA with respect shall be subject to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes limitation set forth in clause (a)(xi) of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedConsolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Consolidated Fixed Charge Coverage Ratio and the Total Consolidated Leverage Ratio shall be calculated in the manner prescribed by this SectionSection 1.09. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Consolidated Fixed Charge Coverage Ratio and the Total Consolidated Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Measurement Period or (ii) subsequent to such Test Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Measurement Period. If since the beginning of any such Test applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Measurement Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.09, then the Secured Leverage Consolidated Fixed Charge Coverage Ratio and the Total Consolidated Leverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.09. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, the amount of cost savings, operating expense reductions savings and synergies resulting from such Specified Transaction (other than projected by the Transactions) which is being given pro forma effect that have been Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or are expected to be taken (calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period and shall be certified in an officers’ certificate by as if such responsible financial or accounting officer delivered cost savings and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the Administrative Agent)amount of actual benefits theretofore realized during such period from such actions; provided that (Ai) such amounts are reasonably identifiable identifiable, quantifiable and factually supportablesupportable in the good faith judgment of the Borrower, (Bii) such actions are taken, committed to realize such amounts are be taken within 12 or expected to be taken no later than twelve (12) months after the date of such Specified Transaction, (Ciii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. Notwithstanding period and (iv) the foregoingaggregate amount of cost savings and synergies added pursuant to this clause (c) for any such period after the Closing Date shall not exceed 10% of Consolidated EBITDA for such Measurement Period (giving pro forma effect to the relevant Specified Transaction (but not to any cost savings or synergies)). (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Consolidated Fixed Charge Coverage Ratio and the Consolidated Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid hereunder), (i) during the applicable Measurement Period or (ii) subsequent to the end of the applicable Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Fixed Charge Coverage Ratio and the Consolidated Leverage Ratio for purposes shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedapplicable Measurement Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Consolidated Fixed Charge Coverage Ratio and the Total Leverage Consolidated Interest Coverage Ratio shall be calculated in the manner prescribed by this SectionSection 1.06. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Consolidated Fixed Charge Coverage Ratio and the Total Leverage Consolidated Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Measurement Period or and (ii) subsequent to such Test Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Measurement Period. If since the beginning of any such Test applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Measurement Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.06, then the Secured Leverage Consolidated Fixed Charge Coverage Ratio and the Total Leverage Consolidated Interest Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.06. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Lead Borrower (and may include, for the avoidance of doubtwithout duplication, cost savings, operating expense reductions reductions, restructuring charges and expenses and cost-saving synergies resulting from such Specified Transaction Investment, acquisition, disposition, merger, consolidation or discontinued operation or other transaction, in each case calculated in the manner described in the definition of Consolidated EBITDA. (other than the Transactionsd) which is being given pro forma effect that have been or are expected to be realized and Interest on a Capital Lease Obligation shall be certified in deemed to accrue at an officers’ certificate interest rate reasonably determined by such a responsible financial or accounting officer delivered of the Lead Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Lead Borrower or Subsidiary may designate. (e) Notwithstanding anything in this Agreement to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportablecontrary, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to any Designated Acquisition and the incurrence of any Designated Indebtedness or Lien in connection therewith, compliance with the Payment Conditions test required by this Agreement for such period. Notwithstanding Designated Acquisition or such Designated Indebtedness shall be determined on the foregoingdate the definitive acquisition agreement for such Designated Acquisition is entered into and, calculations of only with respect to the Total Leverage Ratio for purposes tests described in clause (b)(i)(A) and (b)(ii) of the definition of “Applicable Rate” Payment Conditions”, at the time of closing of such Designated Acquisition and Section 2.05(b)(i) incurrence of such Designated Indebtedness and, thereafter until consummation of such Designated Acquisition or the termination of such definitive agreement relating to such Designated Acquisition, all other incurrence tests under this Agreement shall be required to be complied with on an actual basis without giving effect to such Designated Acquisition and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedon a pro forma basis after giving effect to such Designated Acquisition and the incurrence of such Designated Indebtedness.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Senior Secured Net Leverage Ratio, the Total Leverage Ratio and the Total Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.08; provided, that notwithstanding anything to the contrary in clauses (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (c) or (d) of this Section 1.08, when calculating the Senior Secured Net Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.03(b)(i), the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating the Senior Secured Net Leverage Ratio, the Total Leverage Ratio and the Total Senior Secured Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.08, then the Senior Secured Net Leverage Ratio, the Total Leverage Ratio and the Total Senior Secured Leverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.08. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, the amount of cost savings, operating expense reductions savings and synergies resulting from such Specified Transaction (other than projected by the Transactions) which is being given pro forma effect that have been Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or are expected to be taken (calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period and shall be certified in an officers’ certificate by as if such responsible financial or accounting officer delivered cost savings and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the Administrative Agent)amount of actual benefits realized during such period from such actions; provided that (A) such amounts are reasonably identifiable identifiable, quantifiable and factually supportablesupportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to realize such amounts are be taken within 12 or expected to be taken no later than twelve (12) months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. Notwithstanding period and (D) the foregoingaggregate amount of cost savings and synergies added pursuant to this clause (c) for any such period shall not exceed the greater of (x) $30,000,000 and (y) 10% of Consolidated EBITDA for such Test Period (giving pro forma effect to the relevant Specified Transaction (but not to any cost savings or synergies)). (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Senior Secured Net Leverage Ratio, the Total Leverage Ratio and the Total Senior Secured Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for purposes working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the definition applicable Test Period and prior to or simultaneously with the event for which the calculation of “Applicable Rate” any such ratio is made, then the Senior Secured Net Leverage Ratio, the Total Leverage Ratio, and Section 2.05(b)(i) and 2.05(b)(ii) the Total Senior Secured Leverage Ratio shall not include any cost savingsbe calculated giving pro forma effect to such incurrence or repayment of Indebtedness, operating expense reductions or synergies that have not been actually realizedto the extent required, as if the same had occurred on the last day of the applicable Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio, the Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio, the Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Fixed Charges, as the case may be (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) or issues or redeems Disqualified Equity Interests, subsequent to the commencement of the Test Period but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness or such issuance or redemption of Disqualified Equity Interests, as if the same had occurred on the first day of the applicable Test Period. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower may designate. (f) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04)of, the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii)”, the events described in Sections 1.10(b1.07(b) and 1.10(c1.07(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (eg) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio and Ratio, the Total Leverage Ratio Ratio, the Fixed Charge Coverage Ratio, the Payment Conditions and the Distribution Conditions (and, in each case, any component thereof) shall be calculated in the manner prescribed by this Section. Whenever pro forma effect is to be given to any applicable transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of Holdings. (b) In the event that any of the Parent Borrower Borrowers or any Restricted Subsidiary of its respective Subsidiaries incurs, assumes, guarantees, redeems, refinances, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and or the Total Leverage Ratio, as the case may be, Ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and or the Total Leverage Ratio Ratio, as applicable, shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, refinancing, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio, the Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio, any Investment or other acquisition (including any Permitted Acquisition), Disposition, Restricted Payment or Restricted Subordinated Debt Payment (each, a “Specified Transactions Transaction”) that have has been made by any of the Parent Borrower Borrowers or any of its Restricted respective Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent any Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio, the Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding In the foregoingevent that any of the Borrowers or any of its respective Subsidiaries incurs, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii)assumes, 2.14guarantees, 6.14 and 7.04)redeems, refinances, repays, retires or extinguishes any Indebtedness included in the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred Fixed Charges subsequent to the end commencement of the Test Period but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made, then the Fixed Charge Coverage Ratio shall not be given calculated giving pro forma effecteffect to such incurrence, assumption, guarantee, redemption, refinancing, repayment, retirement or extinguishment of Indebtedness as if the same had occurred on the first day of the applicable Test Period. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than Any Indebtedness incurred or assumed by any of the Transactions), the pro forma calculations Borrowers or any of their respective Subsidiaries in connection therewith shall be made in good faith by a responsible financial or accounting officer deemed to have occurred as of the Parent Borrower (first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made; provided that, if any Indebtedness bears a floating rate of interest and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and effect, the interest on such Indebtedness shall be certified calculated as if the rate in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after effect on the date of the event for which the calculation of the Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Specified Transaction, (C) no amounts Indebtedness). Interest on a Capitalized Lease Obligation shall be added pursuant deemed to this clause accrue at an interest rate reasonably determined by a Responsible Officer of Holdings to be the extent duplicative rate of any amounts interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that are otherwise added back may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the applicable Borrower may designate. (f) Any Availability test or condition set forth in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition definitions of “Applicable RatePayment Conditions” and Section 2.05(b)(i) and 2.05(b)(ii) or “Distribution Conditions” shall not include be calculated taking into account any cost savingsCredit Extensions made to finance the applicable Permitted Transaction or Restricted Payment, operating expense reductions or synergies that have not been actually realizedas applicable.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA, total assets, the Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio Ratio, Consolidated Total Net Leverage Ratio, and the Total Leverage Consolidated Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.06; provided that notwithstanding anything to the contrary in clauses (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (c), or (d) of this Section 1.06, when calculating Consolidated EBITDA and the Consolidated First Lien Net Leverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with the Financial Maintenance Covenant, the events described in this Section 1.06 that occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating Consolidated EBITDA, total assets, the Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio Ratio, Consolidated Total Net Leverage Ratio, and the Total Leverage Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If If, since the beginning of any such applicable Test Period Period, any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.06, then Consolidated EBITDA, total assets, the Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio Ratio, Consolidated Total Net Leverage Ratio, and the Total Leverage Consolidated Fixed Charge Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.06. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Responsible Officer of the Parent Borrower (and may include, for the avoidance of doubt, the amount of cost savings, operating expense reductions reductions, other operating improvements, and synergies resulting from projected by Borrower in good faith to be realized as a result of specified actions taken or with respect to which steps have been initiated, or are reasonably expected to be initiated, within eighteen (18) months of the closing date of such Specified Transaction (in the good faith determination of Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements, and synergies had been realized during the entirety of the applicable period), net of the amount of actual benefits realized during such period from such actions; provided that, with respect to any such cost savings, operating expense reductions, other operating improvements, and synergies, the limitations and requirements set forth in clause (c) of the definition of “Consolidated EBITDA” (other than the Transactionsrequirement set forth in clause (c) of Consolidated EBITDA that steps have been initiated or taken) shall apply; provided, further, that the aggregate amount of additions made to Consolidated EBITDA for any Test Period pursuant to this clause (c) and clause (c) of the definition of “Consolidated EBITDA” shall not (i) exceed 20.0% of Consolidated EBITDA for such Test Period (after giving effect to this clause (c) and clause (c) of the definition of “Consolidated EBITDA”) or (ii) duplicative of one another. (d) In the event that Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, prepayment, retirement, exchange or extinguishment) any Indebtedness included in the calculations of Consolidated EBITDA, total assets, the Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, and Consolidated Fixed Charge Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility without a corresponding permanent reduction in the commitments with respect thereto), (i) during the applicable Test Period and/or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is being given made, then Consolidated EBITDA, total assets, the Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, and the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect that have been to such incurrence or are expected repayment of Indebtedness, to be realized the extent required, as if the same had occurred on the last day of the applicable Test Period in the case of Consolidated EBITDA, total assets, the Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio and on the first day of the applicable Test Period in the case of the Consolidated Fixed Charge Coverage Ratio. Interest on a Capital Lease shall be certified in deemed to accrue at an officers’ certificate interest rate reasonably determined by such a responsible financial or accounting officer delivered of Borrower to be the Administrative Agent); provided rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that (A) such amounts are reasonably identifiable and factually supportablemay optionally be determined at an interest rate based upon a factor of a prime or similar rate, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transactiona London interbank offered rate, (C) no amounts or other rate, shall be added pursuant determined to this clause to have been based upon the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to rate actually chosen, or if none, then based upon such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedoptional rate chosen as Borrower may designate.

Pro Forma Calculations. For the purposes of (ai) Notwithstanding anything to the contrary herein, the Secured Leverage Interest Coverage Ratio and the Total Leverage Ratio Consolidated Fixed Charge Coverage Ratio, upon the occurrence of any Permitted Acquisition, and (ii) the Consolidated Fixed Charge Coverage Ratio, upon the occurrence of any Significant Asset Sale or any action or proposed action pursuant to Payment Conditions, in each case, the applicable calculation shall be calculated in made with respect to the manner prescribed by this Section. applicable period (band, to the extent applicable, subsequent periods) In the event that the Parent Borrower on a pro forma basis after giving effect to such Permitted Acquisition, Significant Asset Sale or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires action or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debtproposed action pursuant to Payment Conditions, as the case may be (including, without duplication, in each caserespect of any Permitted Acquisition (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, and (b) pro forma adjustments for cost savings (net of continuing associated expenses) to the extent such cost savings are factually supportable and have been realized or are reasonably expected to be realized within 12 months following such Permitted Acquisition, provided that such cost savings shall be set forth in a reasonably detailed certificate of an Authorized Officer of Holdings), using, for purposes of making such calculations, the historical financial statements of all entities or assets so acquired or to be acquired and the consolidated financial statements of Holdings and its Subsidiaries, which shall be reformulated as if such Permitted Acquisition or Significant Asset Sale, and any other than Permitted Acquisitions or Significant Asset Sales that have been consummated during the period, had been consummated at the beginning of such period. In addition, solely for purposes of determining the Consolidated Fixed Charge Coverage Ratio, any Indebtedness incurred or repaid under in connection with any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio Permitted Acquisition or Significant Asset Sale and the Total Leverage Ratio, as the case may be, is being calculated but prior to any other Permitted Acquisitions or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions Significant Asset Sales that have been made by the Parent Borrower or any of its Restricted Subsidiaries consummated during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made period shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary assumed to have been incurred or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since repaid at the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodperiod. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary For purposes of determining compliance with any ratio set forth herein, the Secured Leverage Ratio and the Total Leverage Ratio such ratio shall be calculated in the manner prescribed by this Section.each case on a pro forma basis as follows: (ba) In the event that the Parent Borrower Holdco or any Restricted Holdco Subsidiary incurs, assumes, guarantees, redeems, repays, retires guarantees or extinguishes redeems any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end commencement of the Test Period period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, such ratio is being calculated but on or prior to or simultaneously with the event for which the calculation of any such ratio is mademade (the “Calculation Date”), then the Secured Leverage Ratio and the Total Leverage Ratio such ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement guarantee or extinguishment redemption of Indebtedness, as if the same had occurred on at the last day beginning of the applicable Test Periodreference period. (cb) For purposes of calculating making the Secured Leverage Ratio computation referred to above, Investments, acquisitions, dispositions, mergers and the Total Leverage Ratio, Specified Transactions consolidations that have been made by the Parent Borrower Holdco or any of its Restricted Subsidiaries Holdco Subsidiary during the applicable Test Period reference period or subsequent to such Test Period the reference period and on or prior to or simultaneously with the event for which the calculation of any such ratio is made Calculation Date shall be calculated on a given pro forma basis assuming that effect as if all such Specified Transactions Investments, acquisitions, dispositions, mergers and consolidations (and the change in Consolidated EBITDA resulting therefromall related financing transactions) had occurred on the first day of the applicable Test Periodreference period. If Additionally, if since the beginning of any such Test Period reference period any Person that subsequently became a Restricted Holdco Subsidiary or was merged, amalgamated or consolidated merged with or into the Parent Borrower Holdco or any of its Restricted Subsidiaries Holdco Subsidiary since the beginning of such Test Period reference period shall have made any Specified Transaction Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this Sectiondefinition, then the Secured Leverage Ratio and the Total Leverage Ratio such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Specified Transaction Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the applicable Test Periodreference period. (dc) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for For purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant calculations referred to Sections 2.05(b)(ii)herein, 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of Holdco or the Parent Borrower (and Borrower. In addition, any such pro forma calculation may includeinclude adjustments appropriate, for in the avoidance reasonable determination of doubtthe Borrower, cost savings, to reflect any operating expense reductions and other operating improvements or synergies resulting projected in good faith to result from such Specified Transaction any acquisition, amalgamation, merger or operational change (other than including, to the extent applicable, from the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (Ax) such amounts operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (By) with respect to operational changes (not resulting from an acquisition), such actions to realize such amounts are taken within 12 or committed to be taken no later than 15 months after the date Effective Date and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Specified TransactionIndebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, (C) no amounts a eurocurrency interbank offered rate, or other rate, shall be added pursuant deemed to this clause have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Holdco Subsidiary on the Calculation Date will be deemed to have been a Holdco Subsidiary at all times during the extent duplicative of reference period, and any amounts Person that are otherwise added back in computing Consolidated EBITDA with respect is not a Holdco Subsidiary on the Calculation Date will be deemed not to such have been a Holdco Subsidiary at any time during the reference period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, For purposes of any calculation of the Secured Leverage Ratio and the Ratio, Consolidated EBITDA, Consolidated Total Assets or Total Leverage Ratio shall be calculated Ratio, in the manner prescribed by this Section. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of Specified Transaction has occurred during the Test Period for which the Secured Leverage Ratio and the Ratio, Consolidated EBITDA, Consolidated Total Assets or Total Leverage Ratio, as the case may be, Ratio is being calculated but prior to or simultaneously with the event or, except for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and ECF Percentage, following the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any end of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and on or prior to the date of determination, such calculation shall be made on a Pro Forma Basis. (b) Notwithstanding anything in this Agreement or simultaneously any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom but excluding any determination of whether extensions of credit may be made under any Revolving Facility in connection with a Specified Transaction undertaken in connection with the event for which consummation of a Limited Condition Acquisition, the calculation date of any determination of such ratio and determination of whether any Default or Event of Default has occurred, is made shall continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be calculated deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a pro forma basis assuming that all Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (and the change in Consolidated EBITDA resulting therefromincluding any incurrence of Indebtedness) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction they occurred at the beginning of the applicable four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Period. (d) Notwithstanding Date, the foregoing, when calculating Borrower could have taken such action on the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a relevant LCA Test Period (excluding determinations of Date in compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii)ratios and provisions, 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations such provisions shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for deemed to have been complied with. For the avoidance of doubt, cost savings(x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower or the target of such Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition Acquisition, operating expense reductions such ratios and synergies resulting from other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition, any other Specified Transaction or any other action being taken in connection therewith is permitted hereunder, (other than y) if any Default or Event of Default occurs following the Transactions) which is being given pro forma effect that have been date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or are expected to be realized and Event of Default shall be certified deemed to not have occurred or be continuing solely for purposes of determining whether the Limited Condition Acquisition, any other Specified Transaction or any action being taken in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that connection therewith is permitted hereunder and (Az) such amounts are reasonably identifiable ratios and factually supportable, (B) actions to realize such amounts are taken within 12 months after other provisions shall not be tested at the date time of consummation of such Limited Condition Acquisition or related Specified TransactionTransactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, (C) no amounts shall be added pursuant to this clause to the extent duplicative then in connection with any subsequent calculation of any amounts that are otherwise added back in computing Consolidated EBITDA ratio or basket availability with respect to such period. Notwithstanding any other Specified Transaction on or following the foregoing, calculations relevant LCA Test Date and prior to the earlier of the Total Leverage Ratio date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for purposes such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming both (i) such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the definition use of “Applicable Rate” proceeds thereof) have been consummated and Section 2.05(b)(i(ii) such Limited Condition Acquisition and 2.05(b)(iiother transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) shall not include any cost savings, operating expense reductions or synergies that have had not been actually realizedconsummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.8; provided that, notwithstanding anything to the contrary in this Section 1.8, when calculating the Consolidated Fixed Charge Coverage Ratio for purposes of determining actual compliance (band not compliance on a Pro Forma Basis) In with Section 6.1, the event events described in this Section 1.8 that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating the Secured Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.8, then the Secured Total Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.8. (c) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Fixed Charge Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, the amount of cost savings, operating expense reductions savings and synergies resulting from such Specified Transaction (other than projected by the Transactions) which is being given pro forma effect that have been Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or are expected to be taken (calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period and shall be certified in an officers’ certificate by as if such responsible financial or accounting officer delivered cost savings and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the Administrative Agent)amount of actual benefits realized during such period from such actions; provided provided, that (A) such amounts are reasonably identifiable identifiable, quantifiable and factually supportablesupportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to realize such amounts are be taken within 12 or expected to be taken no later than twelve (12) months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. Notwithstanding period and (D) the foregoingaggregate amount of cost savings and synergies added pursuant to this clause (d) for any such period after the Effective Date shall not exceed the greater of (x) $30,000,000 and (y) 10% of Consolidated EBITDA for such Test Period (giving pro forma effect to the relevant Specified Transaction (but not to any cost savings or synergies)). (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, calculations the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the Total Leverage Ratio event for purposes which the calculation of the definition Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurodollar interbank offered rate, or other rate, shall not include any cost savingsbe determined to have been based upon the rate actually chosen, operating expense reductions or synergies that have not been actually realizedif none, then based upon such optional rate chosen as the Company may designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio, the Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio, the Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio, the Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding In the foregoingevent that the Parent Borrower or any Restricted Subsidiary incurs, when calculating assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the Secured Leverage Ratio and Total Leverage Ratio definitions of Fixed Charges, as the case may be (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii)working capital purposes) or issues or redeems Disqualified Equity Interests, 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end commencement of the Test Period but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made, then the Fixed Charge Coverage Ratio shall not be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness or such issuance or redemption of Disqualified Equity Interests, as if the same had occurred on the first day of the applicable Test Period. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company may designate. (ef) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agentrealized); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken or committed to be taken within 12 18 months after the date of such Specified Transaction, Transaction and (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (including, without limitation, through clause (a)(viii) of the definition thereof) with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to For purposes of any calculation of the contrary hereinFirst Lien Net Leverage Ratio, the Secured Consolidated EBITDA, Consolidated Interest Expense, Consolidated Interest Coverage Ratio or Total Net Leverage Ratio and the Total Leverage Ratio shall be calculated Ratio, in the manner prescribed by this Section. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of Specified Transaction has occurred during the Test Period for which the Secured Leverage Ratio and the Total First Lien Net Leverage Ratio, as the case may beConsolidated EBITDA, Consolidated Interest Expense, Consolidated Interest Coverage Ratio or Total Net Leverage Ratio is being calculated but prior to or simultaneously with following the event for which the calculation end of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and on or prior to the date of determination, such calculation shall be made on a Pro Forma Basis. (b) Notwithstanding anything in this Agreement or simultaneously any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the event for which consummation of a Limited Condition Acquisition, the calculation date of any determination of such ratio and determination of whether any Default or Event of Default has occurred, is made shall continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be calculated deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a pro forma basis assuming that all Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (and the change in Consolidated EBITDA resulting therefromincluding any incurrence of Indebtedness) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction they occurred at the beginning of the applicable four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Period. (d) Notwithstanding Date, the foregoing, when calculating Borrower could have taken such action on the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a relevant LCA Test Period (excluding determinations of Date in compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii)ratios and provisions, 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations such provisions shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for deemed to have been complied with. For the avoidance of doubt, cost savings(x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, operating expense reductions such ratios and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that provisions will not be deemed to have been or are expected to be realized exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (Ay) such amounts are reasonably identifiable ratios and factually supportable, (B) actions to realize such amounts are taken within 12 months after other provisions shall not be tested at the date time of consummation of such Limited Condition Acquisition or related Specified TransactionTransactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, (C) no amounts shall be added pursuant to this clause to the extent duplicative then in connection with any subsequent calculation of any amounts that are otherwise added back in computing Consolidated EBITDA ratio or basket availability with respect to such period. Notwithstanding any other Specified Transaction on or following the foregoing, calculations relevant LCA Test Date and prior to the earlier of the Total Leverage Ratio date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for purposes such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the definition use of “Applicable Rate” and Section 2.05(b)(iproceeds thereof) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedconsummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio, the Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio, the Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Fixed Charges, as the case may be (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) or issues or redeems Disqualified Equity Interests, subsequent to the commencement of the Test Period but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness or such issuance or redemption of Disqualified Equity Interests, as if the same had occurred on the first day of the applicable Test Period. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower may designate. (f) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Fixed Charge Coverage Ratio for purposes of determining compliance with Section 7.14 at the end of a each Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii)Period, the events described in Sections 1.10(b1.07(c) and 1.10(c1.07(d) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (eg) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. a. For purposes of any calculation of the First Lien Leverage Ratio, Secured Leverage Ratio, Consolidated EBITDA or Total Leverage Ratio, in the event that any Specified Transaction has occurred during the Test Period for which the First Lien Leverage Ratio, Secured Leverage Ratio, Consolidated EBITDA or Total Leverage Ratio is being calculated or following the end of such Test Period and on or prior to the date of determination, such calculation shall be made on a Pro Forma Basis. b. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (aincluding the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom but excluding any determination of whether extensions of credit may be made under any Revolving Facility) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower or the target of such Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition, any other Specified Transaction or any other action being taken in connection therewith is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. c. Notwithstanding anything to the contrary herein, the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated in the manner prescribed by this Section. (bi) In the event that the Parent Borrower if any incurrence-based financial ratios or tests (including, without limitation, any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total First Lien Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes tests) (“Financial Incurrence Tests”) would be satisfied in any subsequent fiscal quarter following the utilization of determining either (x) fixed baskets, exceptions or thresholds (including any related builder or grower component) that do not require compliance with a financial ratio or test (“Fixed Amounts”) (it being understood that any provision of this Agreement that is expressly limited by a fixed-dollar limitation (including any related builder of grower component, but excluding Section 7.14 at the end of 6.01(d) or any similar sublimit to an Incurrence Based Amount) and that includes, as a Test Period (excluding determinations condition to utilization thereof or to entering into or consummating applicable amounts or transactions in reliance on such provision limited by a fixed-dollar limitation, a requirement of compliance with a Financial Incurrence Test, shall constitute a “Fixed Amount” hereunder) or (y) baskets, exceptions and thresholds that require compliance with a financial ratio or test (including, without limitation, any First Lien Leverage Ratio, Secured Leverage Ratio and Total Leverage Ratio tests) (any such Section amounts, “Incurrence Based Amounts”), then the reclassification of actions or transactions (or portions thereof), including the reclassification of utilization of any Fixed Amounts as incurred under any available Incurrence Based Amounts, shall be deemed to have automatically occurred even if not elected by the Borrower (unless the Borrower otherwise notifies the Administrative Agent) and (ii) in calculating any Incurrence Based Amounts (including any Financial Incurrence Tests), any amounts incurred, or transactions entered into or consummated, in reliance on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), Fixed Amount (including clause (i) of the definition of “Applicable Rate” and Sections 2.05(b)(iMaximum Incremental Facilities Amount)) and 2.05(b)(ii)in a concurrent transaction, a single transaction or a series of related transactions with the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to amount incurred, or transaction entered into or consummated, under the end of the Test Period applicable Incurrence Based Amount, shall not be given pro forma effect. effect in calculating the applicable Incurrence Based Amount (ebut shall be calculated on a Pro Forma Basis to give effect to all applicable and related transactions (including the use of proceeds of all Indebtedness (but without netting the cash proceeds of any such Indebtedness) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactionsincurred and any repayments, repurchases and redemptions of Indebtedness), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to For purposes of any calculation of the contrary hereinFirst Lien Leverage Ratio, the Secured Leverage Ratio and the Ratio, Consolidated EBITDA or Total Leverage Ratio shall be calculated Ratio, in the manner prescribed by this Section. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of Specified Transaction has occurred during the Test Period for which the Secured Leverage Ratio and the Total First Lien Leverage Ratio, as the case may beSecured Leverage Ratio, Consolidated EBITDA or Total Leverage Ratio is being calculated but prior to or simultaneously with following the event for which the calculation end of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and on or prior to the date of determination, such calculation shall be made on a Pro Forma Basis. (b) Notwithstanding anything in this Agreement or simultaneously any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom but excluding any determination of whether extensions of credit may be made under any Revolving Facility) in connection with a Specified Transaction undertaken in connection with the event for which consummation of a Limited Condition Acquisition, the calculation date of any determination of such ratio and determination of whether any Default or Event of Default has occurred, is made shall continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be calculated deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a pro forma basis assuming that all Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (and the change in Consolidated EBITDA resulting therefromincluding any incurrence of Indebtedness) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction they occurred at the beginning of the applicable four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Period. (d) Notwithstanding Date, the foregoing, when calculating Borrower could have taken such action on the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a relevant LCA Test Period (excluding determinations of Date in compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii)ratios and provisions, 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations such provisions shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for deemed to have been complied with. For the avoidance of doubt, cost savings(x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower or the target of such Limited Condition Acquisition) at or prior to the consummation of the relevant Limited Condition Acquisition, operating expense reductions such ratios and synergies resulting from other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition, any other Specified Transaction or any other action being taken in connection therewith is permitted hereunder and (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (Ay) such amounts are reasonably identifiable ratios and factually supportable, (B) actions to realize such amounts are taken within 12 months after other provisions shall not be tested at the date time of consummation of such Limited Condition Acquisition or related Specified TransactionTransactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, (C) no amounts shall be added pursuant to this clause to the extent duplicative then in connection with any subsequent calculation of any amounts that are otherwise added back in computing Consolidated EBITDA ratio or basket availability with respect to such period. Notwithstanding any other Specified Transaction on or following the foregoing, calculations relevant LCA Test Date and prior to the earlier of the Total Leverage Ratio date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for purposes such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the definition use of “Applicable Rate” and Section 2.05(b)(iproceeds thereof) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedconsummated.

Pro Forma Calculations. (a) Notwithstanding anything With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition, Significant Asset Sale or Spinout Transaction occurs, each of the contrary herein, Leverage Ratio and the Secured Leverage Ratio and the Total Leverage Ratio shall shall, for all purposes set forth herein, be calculated in with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition, Significant Asset Sale or Spinout Transaction (and any related repayment of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the manner prescribed by this Section. Securities Act of 1933, as amended, and (b) In pro forma adjustments for cost savings (net of continuing associated expenses) to the event extent such cost savings are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following any such Permitted Acquisition; provided that at the Parent Borrower or election of Parent, such pro forma adjustment shall not be required to be determined for any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included Permitted Acquisition if the aggregate consideration paid in the definitions connection with such acquisition is less than $100,000,000; provided further that all such adjustments shall be set forth in a reasonably detailed certificate of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course a Financial Officer of business for working capital purposesParent), subsequent to using, for purposes of making such calculations, the end historical financial statements of Parent, the Test Period Borrower and the Subsidiaries which shall be reformulated as if such Permitted Acquisition, Significant Asset Sale or Spinout Transaction (and related repayment of Indebtedness), and any other Permitted Acquisitions, Significant Asset Sales and Spinout Transactions (and related repayment of Indebtedness) that have been consummated during the period, had been consummated on the first day of such period. In addition, solely for which purposes of determining whether a Specified Transaction is permitted hereunder (including whether such Specified Transaction would result in a Default or Event of Default and whether the Leverage Ratio Condition or the Secured Leverage Ratio Condition would be met), the Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and as provided in the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodpreceding sentence. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio any leverage or coverage ratio provided for herein and the Consolidated Total Leverage Ratio Assets shall be calculated in the manner prescribed by this Section. Section 1.11; provided that when calculating any leverage ratio for the purpose of the definition of Excess Cash Flow Percentage, the events set forth in clauses (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (c) and (d) below that occurred subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio applicable four fiscal quarter period shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating the Secured Leverage Ratio any leverage or coverage ratio provided for herein, all Specified Transactions (and the Total Leverage Ratio, Specified Transactions incurrence or repayment of any Indebtedness and the granting or terminating of any Liens in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries consummated (i) during the applicable period of four consecutive fiscal quarters for which such leverage or coverage ratio is being determined (the “Test Period Period”) or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of ; provided that any such Test Period any Person that subsequently became calculation of a Restricted Subsidiary or was merged, amalgamated or consolidated leverage ratio in connection with or into an incurrence of Indebtedness shall not include the Parent Borrower or any of its Restricted Subsidiaries since the beginning proceeds of such Test Period shall incurrence in the Cash--Netting Provision. For purposes of calculating Consolidated Total Assets, all Specified Transactions that have been consummated subsequent to the last day of the most recently completed fiscal quarter of the Borrower and prior to or simultaneously with the event for which the calculation of Consolidated Total Assets is made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), assuming that all such Specified Transactions had occurred on the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end last day of the Test Period shall not be given pro forma effectmost recently completed fiscal quarter of the Borrower. (ec) Whenever If pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible the chief financial or accounting officer of the Parent Borrower and include only those adjustments that would be permitted or required by Regulation S-- X of the federal securities laws together with those adjustments that (i) have been certified by the chief financial officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and may include(ii) are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, for (B) expected to have a continuing impact on the Borrower and its Restricted Subsidiaries, (C) factually supportable and reasonably identifiable and (D) based on reasonably detailed written assumptions. For the avoidance of doubt, cost savingsall pro forma adjustments shall be consistent with, operating expense reductions and synergies resulting from such Specified Transaction subject to, the caps and limits set forth in the applicable definitions herein. (d) In the event that the Borrower or any of its Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculation of any leverage or coverage ratio provided for herein (other than Indebtedness incurred or repaid under any revolving credit facility in the Transactionsordinary course of business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is being given made, then such leverage or coverage ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period (or, in the case of the coverage ratio, on the first day of the applicable Test Period). (e) If the Borrower has made an LCA Election, then, in connection with any unrelated calculation of any ratio or test at or following the relevant LCA Test Time, and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that have been the definitive agreement for such Limited Condition Acquisition is terminated or are expected to be realized and expires without consummation of such Limited Condition Acquisition, any such ratio or test shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that calculated on (A) a pro forma basis assuming such amounts are reasonably identifiable Limited Condition Acquisition and factually supportableany transactions in connection therewith (including any incurrence of Indebtedness, Liens and the use of proceeds thereof) has been consummated, and also on (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect a standalone basis without giving effect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include Limited Condition Acquisition or any cost savings, operating expense reductions or synergies that have not been actually realizedsuch transactions in connection therewith.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the First Lien Leverage Ratio, the Senior Secured Leverage Ratio and the Total Leverage Ratio shall be calculated in the manner prescribed by this SectionSection 1.5; provided that notwithstanding anything to the contrary in clause (b), (c) or (d) of this Section 1.5, when calculating the Senior Secured Leverage Ratio or the Total Leverage Ratio, as applicable, for the purposes of (i) the ECF Percentage of Excess Cash Flow or (ii) determining actual compliance (not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, the events described in this Section 1.5 that occurred subsequent to the end of the applicable Test Period, other than consummation of the Transactions, shall not be given pro forma effect. (b) For purposes of calculating the First Lien Leverage Ratio, Senior Secured Leverage Ratio and the Total Leverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being made shall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the US Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Pro Forma Transaction that would have required adjustment pursuant to this Section 1.5, then the First Lien Leverage Ratio, Senior Secured Leverage Ratio and the Total Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.5. (c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the US Borrower and shall include, without duplication, (i) the EBITDA (as determined in good faith by the US Borrower) of any Person or line of business acquired or disposed of and (ii) subject to the cap set forth in the proviso to clause (b)(xii) of the definition of “Consolidated EBITDA”, the “run-rate” (i.e., the full recurring benefit for a period associated with an action taken or expected to be taken) amount of expected cost savings, operating expense reductions and other operating improvements and synergies resulting from such Pro Forma Transaction that are certified by such Responsible Officer of the US Borrower to the Administrative Agent as being (x) factually supportable and reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions and (y) reasonably anticipated to be realized within twenty-four months after the closing or other date of such Pro Forma Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and other operating improvements and synergies had been realized on the first day of the relevant Test Period as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions. (d) In the event that the Parent US Borrower or any Restricted Subsidiary incurs, assumes, guarantees(i) incurs (including by assumption or guarantee) or (ii) repays, redeems, repaysdefeases, retires retires, extinguishes or extinguishes is released from, or is otherwise no longer obligated in respect of (each, a “Repayment”), any Indebtedness included in the definitions calculation of Consolidated the First Lien Leverage Ratio, Senior Secured Debt Leverage Ratio or Consolidated Total DebtLeverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (x) during the applicable Test Period or (y) subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for with respect to which the calculation of any such ratio is being made, then the First Lien Leverage Ratio, Senior Secured Leverage Ratio and the or Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement incurrence or extinguishment Repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. For the purposes of (ai) Notwithstanding anything to the contrary herein, the Secured Leverage Interest Coverage Ratio and the Total Leverage Ratio Consolidated Fixed Charge Coverage Ratio, upon and after the occurrence of any Permitted Acquisition, and (ii) the Consolidated Fixed Charge Coverage Ratio, upon and after the occurrence of any Asset Sale or any action or proposed action pursuant to Payment Conditions, in each case, the applicable calculation shall be calculated in made with respect to the manner prescribed by this Section. applicable period (band, to the extent applicable, subsequent periods) In the event that the Parent Borrower on a pro forma basis after giving effect to such Permitted Acquisition, Asset Sale or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires action or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debtproposed action pursuant to Payment Conditions, as the case may be (including, without duplication, in each caserespect of any Permitted Acquisition (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act and (b) pro forma adjustments for cost savings (net of continuing associated expense) to the extent such cost savings are factually supportable and have been realized or are reasonably expected to be realized within 12 months following the Permitted Acquisition, provided that such cost savings shall be set forth in a reasonably detailed certificate of a Financial Officer of AbitibiBowater, using, for purposes of making such calculations, the historical financial statements of all entities or assets so acquired or to be acquired and the consolidated financial statements of AbitibiBowater and its Subsidiaries, which shall be reformulated as if such Permitted Acquisition or Asset Sale, and any other than Permitted Acquisitions or Asset Sales that have been consummated during the period, had been consummated at the beginning of such period. In addition, solely for purposes of determining the Consolidated Fixed Charge Coverage Ratio, any Indebtedness incurred or repaid under in connection with any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio Permitted Acquisition or Asset Sale and the Total Leverage Ratio, as the case may be, is being calculated but prior to any other Permitted Acquisitions or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions Asset Sales that have been made by the Parent Borrower or any of its Restricted Subsidiaries consummated during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made period shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary assumed to have been incurred or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since repaid at the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodperiod. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Total Leverage Interest Coverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) In or (d) of this Section 1.09, when calculating the event that Total Leverage Ratio, the Parent Borrower or any Restricted Subsidiary incursSecured Leverage Ratio, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated First Lien Secured Debt or Consolidated Total DebtLeverage Ratio and the Interest Coverage Ratio, as applicable, for purposes of (i) the case may be Applicable ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, the events described in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), this Section 1.09 that occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Total Leverage Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.09, then the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Total Leverage Interest Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.09. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, the amount of cost savings, operating expense reductions and synergies resulting from projected by the Borrower in good faith to be realized as a result of specified actions taken or with respect to which the Borrower in good faith expects that substantial steps will have been taken within 6 months after the closing date of such Specified Transaction (other than the Transactions) which is being given calculated on a pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by basis as though such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies shall be subject to the limitations set forth in the definition of “Consolidated EBITDA.” (d) In the event that the Borrower or synergies any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio, the First Lien Secured Leverage Ratio or the Secured Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a CapitalizedFinancing Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such CapitalizedFinancing Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have not been based upon the rate actually realizedchose, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA and any financial ratio or test, including the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.08; provided that, notwithstanding anything to the contrary in clause (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (c) or (d) of this Section 1.08, when calculating the Senior Secured Net Leverage Ratio for purposes of Section 2.03(b)(i), the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating Consolidated EBITDA and any financial ratios or tests, including the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.08, then the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio and Consolidated EBITDA shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.08. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, the amount of “run rate” cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than projected by the Transactions) which is being given pro forma effect that have been Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or are reasonably expected to be realized and shall be certified in an officers’ certificate by taken (calculated on a pro forma basis as though such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits theretofore realized during such period from such actions; provided that any such projected “run rate” cost savings, operating expense reductions and synergies shall only be permitted to be included to the extent consistent with the requirements applicable to pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act. (d) In the event that have not been actually realizedthe Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Senior Secured Net Leverage Ratio and the Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under the ABL Facility or any other revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Senior Secured Net Leverage Ratio and the Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA and any financial ratio or test, including the Senior Secured Net Leverage Ratio, the Total Secured Net Leverage Ratio, the Net Leverage Ratio and the Total Leverage Interest Coverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.08; provided that, notwithstanding anything to the contrary in clause (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (c) or (d) of this Section 1.08, when calculating the Senior Secured Net Leverage Ratio for purposes of Section 2.03(b)(i), the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating Consolidated EBITDA or Consolidated Cash Interest Expense and any financial ratios or tests, including the Senior Secured Net Leverage Ratio, the Total Secured Net Leverage Ratio, the Net Leverage Ratio and the Total Leverage Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand Consolidated Cash Interest Expense and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.08, then the Senior Secured Net Leverage Ratio, the Total Secured Net Leverage Ratio, the Net Leverage Ratio, the Interest Coverage Ratio and Consolidated EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (c) [Reserved]. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Senior Secured Net Leverage Ratio and the Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under the ABL Facility or any other revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Senior Secured Net Leverage Ratio, Total Secured Net Leverage Ratio, the Net Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment of Indebtedness, to the extent required, as if such Specified Transaction the same had occurred at on the beginning last day of the applicable Test Period. (de) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for For purposes of determining compliance with Section 7.14 at making any computation of the end of a Test Period (excluding determinations of compliance with such Section Interest Coverage Ratio on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 Pro Forma Basis: (1) if any Indebtedness bears a floating rate of interest and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be is being given pro forma effect., the interest on such Indebtedness shall be calculated as if the rate in effect on the date for which a determination under this definition is made had been the applicable rate for the entire period (taking into account any Swap Contracts applicable to such Indebtedness if such Swap Contract has a remaining term in excess of 12 months); (e2) Whenever pro forma effect is to be given to interest on a Specified Transaction (other than the Transactions), the pro forma calculations Capitalized Lease Obligation shall be made in good faith deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP; (and 3) interest on Indebtedness that may includeoptionally be determined at an interest rate based upon a factor of a prime or similar rate, for the avoidance of doubta eurocurrency interbank offered rate, cost savingsor other rate, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that shall be deemed to have been or are expected to be realized and shall be certified in an officers’ certificate by based upon the rate actually chosen, or, if none, then based upon such responsible financial or accounting officer delivered to optional rate chosen as the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedBorrower may designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) In or (d) of this Section 1.09, when calculating the event that Total Leverage Ratio, the Parent Borrower or any Restricted Subsidiary incursSecured Leverage Ratio, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total DebtFirst Lien Leverage Ratio and the Fixed Charge Coverage Ratio, as applicable, for purposes of (i) the case may be Applicable ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant set forth in each caseSection 7.10, other than Indebtedness incurred or repaid under any revolving credit facility the events described in the ordinary course of business for working capital purposes), this Section 1.09 that occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.09, then the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.09. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and may includefactually supportable, for including the avoidance amount of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been realized or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the closing date of such Specified Transaction, Transaction (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to calculated on a pro forma basis as though such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions. (d) In the event that Holdings, the Borrower or synergies any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Leverage Ratio and the Fixed Charge Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio, the Secured Leverage Ratio or the First Lien Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Fixed Charge Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have not been based upon the rate actually realizedchose, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement, the Consolidated Total Net Leverage Ratio, Total net Leverage Ratio, the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio Ratio, Interest Coverage Ratio, Consolidated EBITDA and the Total Leverage Ratio Assets shall be calculated in on a pro forma basis to give effect to all Specified Transactions that have been made during the manner prescribed by this Section. (b) In the event that the Parent Borrower applicable period of measurement or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio such period and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation is made in the manner prescribed by this Section 13.20. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of any calculating such financial ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio or test shall be calculated giving pro forma effect deemed to such incurrencebe a reference to, assumptionand shall be based on, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day most recently ended Test Period for which internal financial statements of the applicable Test PeriodCompany are available (as determined in good faith by the Company). (cb) For purposes of calculating any financial ratio or test (including the Secured Leverage Ratio and the Consolidated Total Net Leverage Ratio, the Total Net Leverage Ratio, the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, Interest Coverage Ratio, Consolidated EBITDA and Total Assets), Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 13.20(d)) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or and (ii) if applicable as described in Section 13.20(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day (or, in case of the determination of Total Assets, the last day) of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower Company or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 13.20, then the Secured Leverage Ratio such financial ratio or test (and the Consolidated EBITDA and Total Leverage Ratio Assets) shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 13.20. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (Company and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies resulting projected by the Company in good faith to be realized as a result of specified actions taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such Specified Transaction (other than actions, and any such adjustments shall be included in the Transactions) which is being given initial pro forma effect that have been calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized and shall be certified in an officers’ certificate by relating to such responsible financial or accounting officer delivered to the Administrative Agent)Specified Transaction; provided that (Ai) such amounts are (A) reasonably identifiable supportable and factually supportablequantifiable in the good faith judgment of the Company, (B) actions reasonably anticipated to realize such amounts are taken within 12 be realized not later than 18 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this clause Section 13.20 to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. Notwithstanding the foregoing, calculations ; provided that any increase to Consolidated EBITDA as a result of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions and synergies pursuant to this Section 13.20 shall be subject to the limitations set forth in clause (vii) of the definition of “Consolidated EBITDA.” (d) In the event that the Company or synergies that have not been actually realizedany Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test, (i) during the applicable Test Period or (ii) subject to Section 13.20(a) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Consolidated Senior Secured Leverage Ratio, the Consolidated Total Leverage Ratio and the Total Consolidated Net Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.5; provided that notwithstanding anything to the contrary in clauses (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (c) or (d) of this Section 1.5, when calculating the Consolidated Net Senior Secured Leverage Ratio for the purposes of (i) the ECF Percentage of Excess Cash Flow, (ii) determining actual compliance (not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant and (iii) determining the Applicable Margin, the events described in this Section 1.5 that occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating the Consolidated Senior Secured Leverage Ratio, the Consolidated Total Leverage Ratio and the Total Consolidated Net Senior Secured Leverage Ratio, Specified Pro Forma Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Pro Forma Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Pro Forma Transaction that would have required adjustment pursuant to this SectionSection 1.5, then the Consolidated Senior Secured Ratio, the Consolidated Total Leverage Ratio and the Total Consolidated Net Senior Secured Leverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.5. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Pro Forma Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Responsible Officer of the Parent Borrower (and may include, without duplication, (i) the EBITDA (as determined in good faith by the Borrower) of any Person or line of business acquired or disposed of and (ii) the “run-rate” (i.e., the full recurring benefit for the avoidance a period associated with an action taken or expected to be taken) amount of doubt, cost savings, operating expense reductions reductions, other operating improvements and synergies resulting from such Specified Pro Forma Transaction that are certified by such Responsible Officer of the Borrower to the Administrative Agent as being (other than i) factually supportable and reasonably identifiable, reasonably attributable to the Transactionsactions specified and reasonably anticipated to result from such actions and (ii) which is being given pro forma effect that have been or are expected reasonably anticipated to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 twelve months after the closing date of such Specified Transaction, Pro Forma Transaction (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to calculated on a pro forma basis as though such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions reductions, other operating improvements and synergies had been realized on the first day of the relevant Test Period as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions. (d) In the event that the Borrower or synergies that have not been actually realizedany Restricted Subsidiary (i) incurs (including by assumption or guarantees) or (ii) repays, redeems, defeases, retires, extinguishes or is released from or otherwise no longer obligated in respect of (each, a “Repayment”), any Indebtedness included in the calculations of the Consolidated Senior Secured Leverage Ratio, the Consolidated Total Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Senior Secured Leverage Ratio, the Consolidated Total Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence or Repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Total Leverage Ratio and the Total Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.10; provided that, notwithstanding anything to the contrary in clauses (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (c) or (d) of this Section 1.10, when calculating the Total Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 1.10 that occurred subsequent to the end of the applicable Test Period for which shall not be given pro forma effect (provided, further, that the Secured Leverage Ratio and foregoing limitation will not be constituted to limit the Total Leverage Ratio, as the case may be, is being calculated but prior deductibility of any amounts that are committed to be made or simultaneously with the event for which paid or are reasonably expected to be paid in the calculation of Excess Cash Flow for any such ratio is made, then period as provided for in the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment definition of Indebtedness, as if the same had occurred on the last day of the applicable Test PeriodExcess Cash Flow). (cb) For purposes of calculating the Secured Total Leverage Ratio and the Total Senior Secured Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.10, then the Secured Total Leverage Ratio and the Total Senior Secured Leverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.10. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savingsany synergies, operating expense reductions reductions, other operating improvements and synergies resulting from such Specified Transaction (other than cost savings as certified by the Transactions) which is being given pro forma effect that have Borrower as having been or are expected determined in good faith to be realized reasonably anticipated to be realizable within eighteen (18) months following any such acquisition or disposition, operational change and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such periodoperational initiatives. Notwithstanding the foregoing, (A) all pro forma adjustments under this clause (c) shall not, taken together with those added pursuant to clause (a)(viii) of the definition of “Consolidated EBITDA”, increase pro forma Consolidated EBITDA by more than 20% for any Test Period (calculated prior to giving effect to any addback pursuant to this clause (c) or clause (a)(viii) of the definition of “Consolidated EBITDA”); provided, that such limitation on pro forma adjustments shall not apply if supported by a quality of earnings report prepared by a nationally recognized accounting firm or other third-party advisor reasonably acceptable to the Administrative Agent or if such adjustments satisfy the requirements of Regulation S-X and (B) no pro forma adjustments under this clause (c) shall be made in respect of the Transactions (including in respect of the IBT Transaction). (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio or Senior Secured Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes and not incurred in reliance on Section 7.03(t)), (i) during the applicable Test Period or (ii) subsequent to the end of the definition applicable Test Period and prior to or simultaneously with the event for which the calculation of “Applicable Rate” and Section 2.05(b)(iany such ratio is made, then the Total Leverage Ratio or Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period of the Total Leverage Ratio or Senior Secured Leverage Ratio. Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (e) and 2.05(b)(iiWhenever any provision of this Agreement requires the Borrower to have a Total Leverage Ratio or the Senior Secured Leverage Ratio (in each case) on a Pro Forma Basis in connection with any action to be taken by the Borrower hereunder, the Borrower shall not include any cost savings, operating expense reductions deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance or synergies that have not been actually realizedsuch Total Leverage Ratio.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Secured Consolidated Leverage Ratio and the Total Leverage Ratio Fixed Charge Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this SectionSection 1.07. (b) In the event that the Parent Borrower Holdings or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in unless such Indebtedness has been permanently repaid and has not been replaced) during the ordinary course of business for working capital purposes), applicable Measurement Period or subsequent to the end of the Test Measurement Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, such financial CH\2082905.9 ratio or test is being calculated but prior to or simultaneously with the event for which the such calculation of any such ratio is being made, then the Secured Leverage Ratio and the Total Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Measurement Period (except in the case of the Fixed Charge Coverage Ratio (or similar ratio), such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the first day of the applicable Measurement Period). (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratioany financial ratio or test, Specified Transactions that have been made by the Parent Borrower Holdings or any of its Restricted Subsidiaries during the applicable Test Measurement Period or subsequent to such Test Measurement Period and prior to or simultaneously with the event for which the such calculation of any such ratio is being made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Measurement Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Fixed Charge Coverage Ratio and Total Consolidated Leverage Ratio for the purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i6.06(e) and 2.05(b)(ii)Section 6.11, the events described in Sections 1.10(b1.07(b) and 1.10(c(c) above that occurred subsequent to the end of the Test Measurement Period shall not be given pro forma effect. (e) Whenever pro forma effect With respect to any acquisition pursuant to Section 6.03(g) (or any other acquisition that requires a waiver or consent of the Required Lenders pursuant to Sections 6.03 or 6.04), that have been made by Holdings or any of its Subsidiaries during the applicable Measurement Period or subsequent to such Measurement Period and prior to or simultaneously with the event for which such calculation is to be given to a Specified Transaction (other than the Transactions)being made, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (Responsible Officer and may include, for the avoidance of doubt, cost savings, the amount of “run-rate” adjustments to reflect (x) operating expense reductions and other operating improvements, restructuring costs, cost saving initiatives or synergies resulting from such Specified Transaction (other than to the Transactions) which is being given extent permitted to be reflected in pro forma effect that have been financial information under Rule 11-02 of Regulation S-X under the Securities Act for such Measurement Period and (y) other operating expense reductions and other operating improvements, restructuring costs, cost saving initiatives or are synergies (collectively, the “Specified Adjustments”) projected by Holdings in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a Pro Forma Basis as though such Specified Adjustments had been realized on the first day of such Measurement Period and shall be certified in an officers’ certificate by as if such responsible financial or accounting officer delivered Specified Adjustments were realized during the entirety of such Measurement Period) relating to such acquisition, net of the Administrative Agent)amount of actual benefits realized during such period from such actions; provided that (A) such amounts Specified Adjustments are reasonably identifiable identifiable, quantifiable and factually supportablesupportable in the good faith judgment of Holdings and are set forth in reasonable detail in a certificate of a Responsible Officer of Holdings delivered to the Administrative Agent, (B) such actions are taken, committed to realize such amounts are be taken within 12 or expected to be taken no later than eighteen (18) months after the date of such Specified Transactionacquisition, (C) no amounts shall be added pursuant to this clause (y) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA EBITDA, whether through a pro forma adjustment or otherwise with respect to any Measurement Period and (D) the aggregate amount of any Specified Adjustments for any such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) period shall not include exceed 20% of Consolidated EBITDA for the applicable period prior to giving effect to this clause (y); provided, further, that if any cost savingsSpecified Adjustments included in any pro forma calculations based on the anticipation that such Specified Adjustments will be achieved within such 12-month period shall at any time cease to be reasonably anticipated by Holdings to be so achieved, operating expense reductions or synergies that have then on and after such time pro forma calculations required to be made hereunder shall not been actually realized.reflect such Specified Adjustments. CH\2082905.9

Pro Forma Calculations. For the purposes of (ai) Notwithstanding anything to the contrary herein, the Secured Leverage Interest Coverage Ratio and the Total Leverage Ratio Consolidated Fixed Charge Coverage Ratio, upon and after the occurrence of any Permitted Acquisition, and (ii) the Consolidated Fixed Charge Coverage Ratio, upon and after the occurrence of any Asset Sale or any action or proposed action pursuant to Payment Conditions, in each case, the applicable calculation shall be calculated in made with respect to the manner prescribed by this Section. applicable period (band, to the extent applicable, subsequent periods) In the event that the Parent Borrower on a pro forma basis after giving effect to such Permitted Acquisition, Asset Sale or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires action or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debtproposed action pursuant to Payment Conditions, as the case may be (including, without duplication, in each caserespect of any Permitted Acquisition (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act and (b) pro forma adjustments for cost savings (net of continuing associated expense) to the extent such cost savings are factually supportable and have been realized or are reasonably expected to be realized within 12 months following the Permitted Acquisition, provided that such cost savings shall be set forth in a reasonably detailed certificate of a Financial Officer of AbitibiBowaterResolute, using, for purposes of making such calculations, the historical financial statements of all entities or assets so acquired or to be acquired and the consolidated financial statements of AbitibiBowaterResolute and its Subsidiaries, which shall be reformulated as if such Permitted Acquisition or Asset Sale, and any other than Permitted Acquisitions or Asset Sales that have been consummated during the period, had been consummated at the beginning of such period. In addition, solely for purposes of determining the Consolidated Fixed Charge Coverage Ratio, any Indebtedness incurred or repaid under in connection with any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio Permitted Acquisition or Asset Sale and the Total Leverage Ratio, as the case may be, is being calculated but prior to any other Permitted Acquisitions or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions Asset Sales that have been made by the Parent Borrower or any of its Restricted Subsidiaries consummated during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made period shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary assumed to have been incurred or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since repaid at the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodperiod. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary For purposes of making any financial calculation set forth herein, the Secured Leverage Ratio and the Total Leverage Ratio such financial calculation shall be calculated in the manner prescribed each case on a pro forma basis as follows: Investments, acquisitions, Dispositions, mergers and consolidations that have been made by this Section. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires other Loan Party during the reference period or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio reference period and the Total Leverage Ratio, as the case may be, is being calculated but on or prior to or simultaneously with the event for which the calculation of any such ratio financial calculation is made, then made (the Secured Leverage Ratio and the Total Leverage Ratio “Calculation Date”) shall be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions Investments, acquisitions, Dispositions, mergers and consolidations (and the change in Consolidated EBITDA resulting therefromall related financing transactions) had occurred on the first day of the applicable Test Periodreference period provided that Administrative Agent shall have received documentation satisfactory to Administrative Agent supporting the pro forma calculation of such financial calculation. If Additionally, if since the beginning of any such Test Period reference period any Person that subsequently became a Restricted Subsidiary of Borrower or was merged, amalgamated or consolidated merged with or into the Parent Borrower or any Subsidiary of its Restricted Subsidiaries Borrower since the beginning of such Test Period reference period shall have made any Specified Transaction Investment, acquisition, Disposition, merger or consolidation that would have required adjustment pursuant to this Sectiondefinition, then the Secured Leverage Ratio and the Total Leverage Ratio such financial calculation shall be calculated giving pro forma effect thereto for such reference period as if such Specified Transaction Investment, acquisition, Disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant reference period provided that Administrative Agent shall have received documentation satisfactory to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), Administrative Agent supporting the pro forma calculations shall calculation of such financial calculation. Any Person that is a Subsidiary of Borrower on the Calculation Date will be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that deemed to have been or are expected a Subsidiary of Borrower at all times during the reference period, and any Person that is not a Subsidiary of Borrower on the Calculation Date will be deemed not to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to have been a Subsidiary of Borrower at any time during the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such reference period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio any leverage ratio provided for herein and the Consolidated Total Leverage Ratio Assets shall be calculated in the manner prescribed by this Section. Section 1.11; provided that when calculating any leverage ratio for the purpose of the definition of Excess Cash Flow Percentage, the events set forth in clauses (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (c) and (d) below that occurred subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio applicable four fiscal quarter period shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating the Secured Leverage Ratio any leverage ratio provided for herein, all Specified Transactions (and the Total Leverage Ratio, Specified Transactions incurrence or repayment of any Indebtedness and the granting or terminating of any Liens in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries consummated (i) during the applicable period of four consecutive fiscal quarters for which such leverage ratio is being determined (the “Test Period Period”) or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of ; provided that any such Test Period any Person that subsequently became calculation of a Restricted Subsidiary or was merged, amalgamated or consolidated leverage ratio in connection with or into an incurrence of Indebtedness shall not include the Parent Borrower or any of its Restricted Subsidiaries since the beginning proceeds of such Test Period shall incurrence in the Cash-Netting Provision. For purposes of calculating Consolidated Total Assets, all Specified Transactions that have been consummated subsequent to the last day of the most recently completed fiscal quarter of the Borrower and prior to or simultaneously with the event for which the calculation of Consolidated Total Assets is made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), assuming that all such Specified Transactions had occurred on the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end last day of the Test Period shall not be given pro forma effectmost recently completed fiscal quarter of the Borrower. (ec) Whenever If pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible the chief financial or accounting officer of the Parent Borrower and include only those adjustments that would be permitted or required by Regulation S-X of the federal securities laws together with those adjustments that (i) have been certified by the chief financial officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and may include(ii) are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, for (B) expected to have a continuing impact on the Borrower and its Restricted Subsidiaries, (C) factually supportable and reasonably identifiable and (D) based on reasonably detailed written assumptions. For the avoidance of doubt, cost savingsall pro forma adjustments shall be consistent with, operating expense reductions and synergies resulting from such Specified Transaction subject to, the caps and limits set forth in the applicable definitions herein. (d) In the event that the Borrower or any of its Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculation of any leverage ratio provided for herein (other than Indebtedness incurred or repaid under any revolving credit facility in the Transactionsordinary course of business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is being given made, then such leverage ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) If the Borrower has made an LCA Election, then, in connection with any unrelated calculation of any ratio or test at or following the relevant LCA Test Time, and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that have been the definitive agreement for such Limited Condition Acquisition is terminated or are expected to be realized and expires without consummation of such Limited Condition Acquisition, any such ratio or test shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that calculated on (A) a pro forma basis assuming such amounts are reasonably identifiable Limited Condition Acquisition and factually supportableany transactions in connection therewith (including any incurrence of Indebtedness, Liens and the use of proceeds thereof) has been consummated, and also on (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect a standalone basis without giving effect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include Limited Condition Acquisition or any cost savings, operating expense reductions or synergies that have not been actually realizedsuch transactions in connection therewith.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary For purposes of making any financial calculation set forth herein, the Secured Leverage Ratio and the Total Leverage Ratio such financial calculation shall be calculated in the manner prescribed each case on a pro forma basis as follows: Investments, acquisitions, Dispositions, mergers and consolidations that have been made by this Section. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires other Loan Party during the reference period or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio reference period and the Total Leverage Ratio, as the case may be, is being calculated but on or prior to or simultaneously with the event for which the calculation of any such ratio financial calculation is made, then made (the Secured Leverage Ratio and the Total Leverage Ratio "Calculation Date") shall be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions Investments, acquisitions, Dispositions, mergers and consolidations (and the change in Consolidated EBITDA resulting therefromall related financing transactions) had occurred on the first day of the applicable Test Periodreference period provided that Administrative Agent shall have received documentation satisfactory to Administrative Agent supporting the pro forma calculation of such financial calculation. If Additionally, if since the beginning of any such Test Period reference period any Person that subsequently became a Restricted Subsidiary of Borrower or was merged, amalgamated or consolidated merged with or into the Parent Borrower or any Subsidiary of its Restricted Subsidiaries Borrower since the beginning of such Test Period reference period shall have made any Specified Transaction Investment, acquisition, Disposition, merger or consolidation that would have required adjustment pursuant to this Sectiondefinition, then the Secured Leverage Ratio and the Total Leverage Ratio such financial calculation shall be calculated giving pro forma effect thereto for such reference period as if such Specified Transaction Investment, acquisition, Disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant reference period provided that Administrative Agent shall have received documentation satisfactory to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), Administrative Agent supporting the pro forma calculations shall calculation of such financial calculation. Any Person that is a Subsidiary of Borrower on the Calculation Date will be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that deemed to have been or are expected a Subsidiary of Borrower at all times during the reference period, and any Person that is not a Subsidiary of Borrower on the Calculation Date will be deemed not to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to have been a Subsidiary of Borrower at any time during the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such reference period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary hereinherein or in any other Loan Document, financial ratios and tests (including the Consolidated Interest Coverage Ratio, the Consolidated Senior Secured Leverage Ratio or the Consolidated Leverage Ratio), Consolidated EBITDA and the Total Leverage Ratio Assets shall be calculated in the manner prescribed by this Section. Section 1.08; provided that, notwithstanding anything to the contrary in clauses (b) In or (c) of this Section 1.08, when calculating the event Consolidated Leverage Ratio and the Consolidated Senior Secured Leverage Ratio for purposes of determining (i) the “Applicable Rate” or (ii) actual compliance (as opposed to compliance on a pro forma basis) with the maximum Consolidated Senior Secured Leverage Ratio and/or Consolidated Leverage Ratio permitted under Section 7.11, the events described in this Section 1.08 that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), occurred subsequent to the end of the applicable Test Period for which shall not be given pro forma effect. (b) For purposes of calculating any financial ratio or test (including the Consolidated Interest Coverage Ratio, the Consolidated Senior Secured Leverage Ratio and or the Total Consolidated Leverage Ratio), as Consolidated EBITDA or Total Assets, Specified Transactions that have been consummated during the case may be, is being calculated but applicable Test Period or after the end of such Test Period and on or prior to or simultaneously substantially concurrently with the event for which the calculation of any such financial ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio test is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last day of the applicable Test Period). If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries Subsidiary since the beginning of such Test Period and on or prior to the date of any calculation under this Agreement shall have made consummated any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.08, then the Secured Leverage Ratio and the Total Leverage Ratio such financial ratio or test shall be calculated giving to give pro forma effect thereto in accordance with this Section 1.08; provided that, with respect to any pro forma calculations to be made in connection with any acquisition or investment in respect of which financial statements for such period as if such Specified Transaction occurred at the beginning relevant target are not available for the same Test Period for which financial statements of the applicable Test PeriodBorrower and its Restricted Subsidiaries have been delivered pursuant to Sections 6.01(a) and (b), as applicable, the Borrower shall determine such pro forma calculations on the basis of the available financial statements (even if for differing periods) or such other basis as determined on a commercially reasonable basis by the Borrower. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer (or any employee under the supervision of a responsible financial or accounting officer) of the Parent Borrower. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of such financial ratio or test is made had been the applicable rate for the entire period (taking into account for such entire period, any Swap Agreement applicable to such Indebtedness with a remaining term of 12 months or longer, and in the case of any Swap Agreement applicable to such Indebtedness with a remaining term of less than 12 months, taking into account such Swap Agreement to the extent of its remaining term). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period (or, if lower, the greater of (i) maximum commitments under such revolving credit facilities as of the date of determination and (ii) the aggregate principal amount of loans outstanding under such a revolving credit facilities on such date). Interest on Indebtedness that may includeoptionally be determined at an interest rate based upon a factor of a prime or similar rate, for an interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate. For the avoidance of doubt, cost savingsusage of all negative covenants baskets hereunder shall be calculated giving effect to and only to any usage thereof from and after the Fourth Restatement Effective Date. (e) Notwithstanding anything to the contrary in this Section 1.08 or in any classification under GAAP of any Person, operating expense reductions and synergies resulting from such Specified Transaction (other than business, assets or operations in respect of which a definitive agreement for the Transactions) which is being given disposition thereof has been entered into, at the election of the Borrower, no pro forma effect that shall be given to any discontinued operations (and the EBITDA attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated. (f) Any determination of Total Assets shall be made by reference to the last day of the Test Period most recently ended on or prior to the relevant date of determination for which financial statements have been or are expected were required to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered pursuant to Section 6.01. Notwithstanding anything to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportablecontrary herein, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative compliance with a financial ratio or test is calculated prior to the date financial statements are first delivered under Section 6.01, such calculation shall use the latest financial statements delivered pursuant to Section 3(d) of the Second Amendment. (g) Except as otherwise specifically provided herein, all computations of Consolidated EBITDA, Total Assets, the Available Amount, the Consolidated Interest Coverage Ratio, the Consolidated Senior Secured Leverage Ratio, the Consolidated Leverage Ratio and other financial ratios and financial calculations (and all definitions (including accounting terms) used in determining any amounts that are otherwise added back of the foregoing) and all computations and all definitions (including accounting terms) used in computing Consolidated EBITDA determining compliance with Section 7.11 shall be calculated, in each case, with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” Borrower and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedits Restricted Subsidiaries on a consolidated basis.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein: (a) For purposes of determining whether any action is otherwise permitted to be taken hereunder, the Secured First Lien Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated as follows, in the manner prescribed by this Section. (b) In the event that the Parent Borrower or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred ii) issues or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), redeems Disqualified Stock or Preferred Stock subsequent to the end commencement of the Test Period period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, such ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is mademade (a “Ratio Calculation Date”), then the Secured Leverage Ratio and the Total Leverage Ratio such ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred on at the last day beginning of the applicable Test Periodfour-quarter period. (cb) For purposes of calculating making the Secured Leverage Ratio and the computation referred to in clause (a) above or calculation of any basket that is based on a percentage of Total Leverage RatioAssets, Specified Transactions made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the relevant Ratio Calculation Date, and other operational changes that have been made by the Parent Borrower or any of its Restricted Subsidiaries has determined to make and/or made during the applicable Test Period four-quarter reference period or subsequent to such Test Period reference period and on or prior to or simultaneously with the event for which the calculation of any such ratio is made Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) other operational changes had occurred on the first day of the applicable Test Periodfour-quarter reference period. If since the beginning of any such Test Period period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated merged with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this Sectiondefinition, then the Secured Leverage Ratio and the Total Leverage Ratio such ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction or operational change had occurred at the beginning of the applicable Test Periodfour-quarter period. (dc) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for For purposes of determining compliance with this Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii)1.11, 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever whenever pro forma effect is to be given to a any Specified Transaction (other than the Transactions)or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower. Any such pro forma calculation may include “run rate” adjustments appropriate, in the reasonable determination of the Parent Borrower as set forth in an Officer’s Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent reference period in which the effects thereof are expected to be realized relating to the Transactions, such Specified Transaction or such implementation of an operational change; provided that such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and otherwise comply with the limitations set forth in the definition of “EBITDA.” (d) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating the First Lien Net Leverage Ratio or the Total Net Leverage Ratio, as applicable, testing availability under any basket provided for in this Agreement or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or requiring the accuracy of representations and warranties) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant or accuracy of representations and warranties shall, at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and may includeif, after such ratios and other provisions are measured or determined on a pro forma basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Parent Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with on such date. For the avoidance of doubt, (x) if any of such ratios or baskets are exceeded as a result of fluctuations in such ratio or basket (including due to fluctuations in EBITDA of the Parent Borrower or the target of any Limited Condition Acquisition (other than as a result of any incurrence, Disposition or Restricted Payment) at or prior to the consummation of the relevant Limited Condition Acquisition), such ratios, baskets and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios, baskets and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Parent Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactionsany ratio contained in Section 6.11) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA basket availability with respect to such period. Notwithstanding any other transaction on or following the foregoing, calculations relevant LCA Test Date and prior to the earlier of the Total Leverage Ratio date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for purposes such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be (x) calculated (and tested) on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the definition use of “Applicable Rate” proceeds thereof) have been consummated and Section 2.05(b)(i(y) also calculated (and 2.05(b)(iitested) shall not include on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any cost savings, operating expense reductions or synergies that incurrence of Indebtedness and the use of proceeds thereof) have not been actually realizedconsummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Secured Total Leverage Ratio and the Total Senior Secured Leverage Ratio Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this SectionSection 1.04. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, such financial ratio or test is being calculated but prior to or simultaneously with the event for which the such calculation of any such ratio is being made, then the Secured Leverage Ratio and the Total Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratioany financial ratio or test, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the such calculation of any such ratio is being made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.04, then the Secured Leverage Ratio and the Total Leverage Ratio any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for including the avoidance of doubt, “run-rate” cost savings, operating expense reductions savings and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions), and any such adjustments included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial ratios or tests, including during any subsequent Test Periods in which the effects thereof are expected to be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agentrealized); provided that (Ai) such amounts are reasonably identifiable identifiable, and factually supportable, (B) are projected by the Borrower in good faith to result from actions either taken or expected to realize such amounts are be taken within 12 months after the date end of such Test Period in which such Specified TransactionTransaction occurred and, in each case, certified by the chief financial officer or treasurer of the Borrower, (Cii) no amounts shall be added pursuant to this clause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period and (iii) any increase to Consolidated EBITDA as a result of cost savings and synergies shall be subject to the limitations set forth in the penultimate sentence of the definition of Consolidated EBITDA. (e) Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with respect GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such period. optional rate chosen as the Borrower or Restricted Subsidiary may designate. (f) Notwithstanding the foregoing, calculations of when calculating the Total Leverage Ratio for purposes of the definition of “Applicable Rate,” and Section 2.05(b)(i) and 2.05(b)(iiSection 7.10, (x) the events described in Sections 1.04(b), (c) and (d) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect and (y) Section 1.04(e) shall not include apply. (g) Any pro forma calculation required at any cost savingstime prior to June 30, operating expense reductions or synergies 2015, shall be made assuming that have not been actually realizedcompliance with the Total Leverage Ratio set forth in Section 7.10 for the Test Period ending on June 30, 2015, is required with respect to the most recent Test Period prior to such time.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Total Leverage Interest Coverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.11; provided that notwithstanding anything to the contrary in clauses (b) In or (c) of this Section 1.11 when calculating the event that Total Net Leverage Ratio, the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in Rent-Adjusted Total Net Leverage Ratio and the definitions of Consolidated Secured Debt or Consolidated Total DebtInterest Coverage Ratio, as applicable, for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any financial covenant pursuant to Section 8.12, the case may be (events described in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), this Section 1.11 that occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating the Secured Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Total Leverage Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or and (ii) except as set forth in Section 1.11(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA or Borrower Group EBITDA and the change in Consolidated EBITDA resulting therefromcomponent financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If If, since the beginning of any such applicable Test Period Period, any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower Company or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.11, then the Secured Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.11. (c) In the event that the Company or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, prepayment, retirement, exchange, extinguishment or satisfaction and discharge) any Indebtedness included in the calculations of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period and/or (ii) except as set forth in Section 1.11(a), subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment or discharge of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Net Leverage Ratio and the Rent-Adjusted Total Net Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If the Company or any Restricted Subsidiary provides an irrevocable notice of a redemption of any debt securities, then the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such Specified Transaction redemption, to the extent required, as if the same had occurred at on the beginning date the notice of redemption was delivered. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided that, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period. (d) Notwithstanding , the foregoing, when calculating actual interest may be used for the Secured Leverage Ratio and Total Leverage Ratio for purposes applicable portion of determining compliance with Section 7.14 at the end of a such Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant and to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever give pro forma effect is to be given to such repayment. Interest on a Specified Transaction (other than the Transactions), the pro forma calculations Finance Lease shall be made in good faith deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower (and Company to be the rate of interest in such Finance Lease in accordance with GAAP. Interest on Indebtedness that may includeoptionally be determined at an interest rate based upon a factor of a prime or similar rate, for the avoidance of doubta London interbank offered rate, cost savingsor other rate, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that shall be determined to have been based upon the rate actually chosen, or are expected to be realized and shall be certified if none, then based upon such optional rate chosen as the Company may designate. (d) When used in an officers’ certificate by such responsible financial or accounting officer delivered reference to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations calculation of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio for purposes of determining actual compliance with Section 8.12 (and not Pro Forma Compliance or compliance on a Pro Forma Basis), references to the definition date of “Applicable Rate” determination shall mean the last day of the relevant Fiscal Quarter then being tested. When used in reference to the calculation Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio for purposes of determining Pro Forma Compliance or compliance on a Pro Forma Basis (other than for purposes of actual compliance with Section 2.05(b)(i8.12), references to the date of determination shall mean the calculation of Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio (as applicable) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedas of the last day of the most recent Test Period on a Pro Forma Basis.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Senior Secured Leverage Ratio, Consolidated Interest Expense Ratio and the Total Leverage Ratio shall be calculated in the manner prescribed by this SectionSection 1.07. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Senior Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposesunless such Indebtedness has been permanently repaid and has not been replaced), subsequent to the end of the Test Period for which the Senior Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Senior Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Senior Secured Leverage Ratio, Consolidated Interest Expense Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Senior Secured Leverage Ratio, Consolidated Interest Expense Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding In the foregoingevent that the Parent Borrower or any Restricted Subsidiary incurs, when calculating assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness, as the Secured Leverage Ratio and Total Leverage Ratio case may be (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(iiworking capital purposes), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end commencement of the Test Period but prior to or simultaneously with the event for which the calculation of the Consolidated Interest Expense Ratio is made, then the Consolidated Interest Expense Ratio shall not be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the first day of the applicable Test Period. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Expense Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chose, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (ef) Whenever pro forma effect is to be given to a Specified Transaction (other than the TransactionsTransaction), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the TransactionsTransaction) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agentrealized); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) projected by the Parent Borrower in good faith to a result from actions either taken or expected to realize such amounts are be taken within 12 months after the date end of such Specified TransactionTest Period (which cost savings, operating expense reductions and synergies shall be subject only to certification by management of the Parent Borrower and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period) and (CB) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (including, without limitation, through clause (a)(viii) of the definition thereof) with respect to such period. Notwithstanding the foregoing, calculations of when calculating the Total Leverage Ratio for purposes the purpose of the definition of “Applicable Rate” and ”, Senior Secured Leverage Ratio for the purpose of Section 2.05(b)(i2.05(b) and 2.05(b)(ii) the Total Leverage Ratio and Consolidated Interest Expense Ratio for the purposes of Section 7.15, the events described in this Section that occurred subsequent to the end of the Test Period shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedbe given pro forma effect.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Total Leverage Interest Coverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.11; provided that notwithstanding anything to the contrary in clauses (b) In or (c) of this Section 1.11 when calculating the event that Total Net Leverage Ratio, the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in Rent-Adjusted Total Net Leverage Ratio and the definitions of Consolidated Secured Debt or Consolidated Total DebtInterest Coverage Ratio, as applicable, for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any financial covenant pursuant to Section 8.12, the case may be (events described in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), this Section 1.11 that occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) effect. For purposes of calculating the Secured Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Total Leverage Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or and (ii) except as set forth in Section 1.11(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA or Borrower Group EBITDA and the change in Consolidated EBITDA resulting therefromcomponent financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If If, since the beginning of any such applicable Test Period Period, any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower Company or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.11, then the Secured Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.11. In the event that the Company or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, prepayment, retirement, exchange, extinguishment or satisfaction and discharge) any Indebtedness included in the calculations of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period and/or (ii) except as set forth in Section 1.11(a), subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect thereto for to such period incurrence or repayment or discharge of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Net Leverage Ratio and the Rent-Adjusted Total Net Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If the Company or any Restricted Subsidiary provides an irrevocable notice of a redemption of any debt securities, then the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such Specified Transaction redemption, to the extent required, as if the same had occurred at on the beginning date the notice of redemption was delivered. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided that, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period. (d) Notwithstanding , the foregoing, when calculating actual interest may be used for the Secured Leverage Ratio and Total Leverage Ratio for purposes applicable portion of determining compliance with Section 7.14 at the end of a such Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant and to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever give pro forma effect is to be given to such repayment. Interest on a Specified Transaction (other than the Transactions), the pro forma calculations Finance Lease shall be made in good faith deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower (and Company to be the rate of interest in such Finance Lease in accordance with GAAP. Interest on Indebtedness that may includeoptionally be determined at an interest rate based upon a factor of a prime or similar rate, for the avoidance of doubta London interbank offered rate, cost savingsor other rate, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that shall be determined to have been based upon the rate actually chosen, or are expected to be realized and shall be certified if none, then based upon such optional rate chosen as the Company may designate. When used in an officers’ certificate by such responsible financial or accounting officer delivered reference to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations calculation of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio for purposes of determining actual compliance with Section 8.12 (and not Pro Forma Compliance or compliance on a Pro Forma Basis), references to the definition date of “Applicable Rate” determination shall mean the last day of the relevant Fiscal Quarter then being tested. When used in reference to the calculation of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio for purposes of determining Pro Forma Compliance or compliance on a Pro Forma Basis (other than for purposes of actual compliance with Section 2.05(b)(i8.12), references to the date of determination shall mean the calculation of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio (as applicable) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedas of the last day of the most recent Test Period on a Pro Forma Basis.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary hereinherein or in any other Loan Document, financial ratios and tests (including the Consolidated Interest Coverage Ratio, the Consolidated Senior Secured Leverage Ratio or the Consolidated Leverage Ratio), Consolidated EBITDA and the Total Leverage Ratio Assets shall be calculated in the manner prescribed by this Section. Section 1.08; provided that, notwithstanding anything to the contrary in clauses (b) In or (c) of this Section 1.08, when calculating the event Consolidated Leverage Ratio and the Consolidated Senior Secured Leverage Ratio for purposes of determining (i) the “Applicable Rate” or (ii) actual compliance (as opposed to compliance on a pro forma basis) with the maximum Consolidated Senior Secured Leverage Ratio and/or Consolidated Leverage Ratio permitted under Section 7.11, the events described in this Section 1.08 that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), occurred subsequent to the end of the applicable Test Period for which shall not be given pro forma effect. (b) For purposes of calculating any financial ratio or test (including the Consolidated Interest Coverage Ratio, the Consolidated Senior Secured Leverage Ratio and or the Total Consolidated Leverage Ratio), as Consolidated EBITDA or Total Assets, Specified Transactions that have been consummated during the case may be, is being calculated but applicable Test Period or after the end of such Test Period and on or prior to or simultaneously substantially concurrently with the event for which the calculation of any such financial ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio test is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last day of the applicable Test Period). If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries Subsidiary since the beginning of such Test Period and on or prior to the date of any calculation under this Agreement shall have made consummated any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.08, then the Secured Leverage Ratio and the Total Leverage Ratio such financial ratio or test shall be calculated giving to give pro forma effect thereto in accordance with this Section 1.08; provided that, with respect to any pro forma calculations to be made in connection with any acquisition or investment in respect of which financial statements for such period as if such Specified Transaction occurred at the beginning relevant target are not available for the same Test Period for which financial statements of the applicable Test PeriodBorrower and its Restricted Subsidiaries have been delivered pursuant to Sections 6.01(a) and (b), as applicable, the Borrower shall determine such pro forma calculations on the basis of the available financial statements (even if for differing periods) or such other basis as determined on a commercially reasonable basis by the Borrower. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer (or any employee under the supervision of a responsible financial or accounting officer) of the Parent Borrower and in the case of any Material Acquisition or Material Disposition, shall give effect to the adjustments provided for in clause (m) of the definition of “Consolidated EBITDA”. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of such financial ratio or test is made had been the applicable rate for the entire period (taking into account for such entire period, any Swap Agreement applicable to such Indebtedness with a remaining term of 12 months or longer, and in the case of any Swap Agreement applicable to such Indebtedness with a remaining term of less than 12 months, taking into account such Swap Agreement to the extent of its remaining term). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period (or, if lower, the greater of (i) maximum commitments under such revolving credit facilities as of the date of determination and (ii) the aggregate principal amount of loans outstanding under such a revolving credit facilities on such date). Interest on Indebtedness that may includeoptionally be determined at an interest rate based upon a factor of a prime or similar rate, for an interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate. For the avoidance of doubt, cost savingsusage of all negative covenants baskets hereunder shall be calculated giving effect to and only to any usage thereof from and after the First Amendment Effective Date. (e) Notwithstanding anything to the contrary in this Section 1.08 or in any classification under GAAP of any Person, operating expense reductions and synergies resulting from such Specified Transaction (other than business, assets or operations in respect of which a definitive agreement for the Transactions) which is being given disposition thereof has been entered into, at the election of the Borrower, no pro forma effect that shall be given to any discontinued operations (and the EBITDA attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated. (f) Any determination of Total Assets shall be made by reference to the last day of the Test Period most recently ended on or prior to the relevant date of determination for which financial statements have been or are expected were required to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered pursuant to Section 6.01. Notwithstanding anything to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportablecontrary herein, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative compliance with a financial ratio or test is calculated prior to the date financial statements are first delivered under Section 6.01, such calculation shall use the latest financial statements delivered pursuant to Section 3(d) of the Second Amendment to Fourth Amended and Restated Credit Agreement. (g) Except as otherwise specifically provided herein, all computations of Consolidated EBITDA, Total Assets, the Available Amount, the Consolidated Interest Coverage Ratio, the Consolidated Senior Secured Leverage Ratio, the Consolidated Leverage Ratio and other financial ratios and financial calculations (and all definitions (including accounting terms) used in determining any amounts that are otherwise added back of the foregoing) and all computations and all definitions (including accounting terms) used in computing Consolidated EBITDA determining compliance with Section 7.11 shall be calculated, in each case, with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” Borrower and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedits Restricted Subsidiaries on a consolidated basis.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio, the Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section. (b) In the event that the Parent Borrower Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio, the Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio, Specified Transactions that have been made by the Parent Borrower Company or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower Company or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio, the Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding In the foregoingevent that the Company or any Restricted Subsidiary incurs, when calculating assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the Secured Leverage Ratio and Total Leverage Ratio definitions of Fixed Charges, as the case may be (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii)working capital purposes) or issues or redeems Disqualified Equity Interests, 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end commencement of the Test Period but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made, then the Fixed Charge Coverage Ratio shall not be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company may designate. (ef) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower Company (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agentrealized); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken or committed to be taken within 12 18 months after the date of such Specified Transaction, Transaction and (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (including, without limitation, through clause (a)(viii) of the definition thereof) with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA, Consolidated Total Assets and any financial ratios or tests, including the Total Net Leverage Ratio, the Total Net First Lien Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Leverage Ratio Fixed Charge Coverage Ratio, shall be calculated in the manner prescribed by this SectionSection 1.08; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.08, when calculating the Total Net First Lien Leverage Ratio for purposes of Section 2.05(b)(i), the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating Consolidated EBITDA, Consolidated Total Assets and any financial ratios or tests, including the Total Net Leverage Ratio, the Total Net First Lien Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Consolidated Total Assets, Municipal Waste Contracts and Put-or-Pay Agreements that have been entered into and Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made, in each case, (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Consolidated EBITDA, Consolidated Total Assets or any such ratio is made shall be calculated on a pro forma basis (x) assuming that all such Municipal Waste Contracts and Put-or-Pay Agreements shall have been entered into and all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period and (y) including projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Municipal Waste Contracts and Put-or-Pay Agreements. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have entered into any Municipal Waste Contract or Put-or-Pay Agreements or made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then the Total Net Leverage Ratio, the Total Net First Lien Leverage Ratio, the Total Net Senior Secured Leverage Ratio, and the Fixed Charge Coverage Ratio, Consolidated EBITDA and Consolidated Total Assets shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. For greater certainty, with respect to adjustments to Consolidated EBITDA with respect to any Municipal Waste Contract or Put-or-Pay Agreement, (a) Projected Run Rate EBITDA shall be used for each 12-month period commencing on the later of (1) the date of execution of the contract and (2) nine months and one day prior to the Service Commencement Date and ending on that date which is three months after the Service Commencement Date, (b) for any 12-month period ending more than three months after the Service Commencement Date but not more than 15 months after the Service Commencement Date, actual Consolidated EBITDA generated by and attributable to the relevant contract shall be included for each month which is more than three months after the Service Commencement Date and Projected Run Rate EBITDA, pro-rated for the balance of the relevant 12-month period, shall be used for each month in such period ended on the last day of the third month after the Service Commencement Date (such that Consolidated EBITDA determined at the end of the fourth month following the Service Commencement Date shall be the sum of actual Consolidated EBITDA for such fourth month plus 11/12 of the 12-month Projected Run Rate EBITDA), and (c) for any 12-month period ending more than 15 months after the Service Commencement Date, only actual Consolidated EBITDA shall be used and there shall be no adjustment with respect to the relevant contract. To avoid duplication, the actual Consolidated EBITDA generated during the 12-month period ending three months after the Service Commencement Date shall be deducted from the calculation of Consolidated EBITDA for the relevant contract. (c) Whenever pro forma effect is to be given to an Municipal Waste Contract or Put-or-Pay Agreement or a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower and may include, for the avoidance of doubt, (x) projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Municipal Waste Contracts and Put-or-Pay Agreements and (y) the amount of “run rate” cost savings, operating expense reductions, restructuring charges and expenses and cost synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, restructuring charges and expenses and cost synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, restructuring charges and expenses and cost synergies were realized during the entirety of such period) relating to such Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that (A) with respect to clause (y) above, such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Borrower), (B) with respect to clause (y) above, such actions are taken, committed to be taken or expected to be taken no later than eighteen (18) months after the date of such Specified Transaction or entry into such Municipal Waste Contract, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that, subject to compliance with the other provisions of this Section 1.08(c), amounts to be included in pro forma calculations pursuant to this Section 1.08(c) may be included in Test Periods in which the Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to Section 1.08(b). (d) In the event that the Parent Borrower or any Restricted Subsidiary incursincurs (including by assumption or guarantees) or repays (including by repurchase, assumesredemption, guaranteesretirement, redeemsextinguishment, repaysdefeasance, retires discharge, escrow or extinguishes similar arrangements) any Indebtedness included in the definitions calculations of Consolidated the Total Net Leverage Ratio, the Total Net First Lien Leverage Ratio, the Total Net Senior Secured Debt Leverage Ratio or Consolidated Total Debtthe Fixed Charge Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Net Leverage Ratio, the Total Net First Lien Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Leverage Ratio Fixed Charge Coverage Ratio, as applicable, shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement incurrence or extinguishment repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date such calculation is being made had been the applicable rate for the entire period (taking into account any Swap Contract applicable to such Indebtedness). Interest on a Financing Lease shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such Financing Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency RateTerm SOFR, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate. (ce) For purposes of calculating On and after the Secured Leverage Ratio date pro forma effect is to be given to a Permitted Acquisition and on which the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period Subsidiary is incurring or subsequent deemed to such Test Period and prior be incurring Indebtedness, which Permitted Acquisition has yet to or simultaneously with the event be consummated but for which a definitive agreement governing such Permitted Acquisition has been executed and remains in effect, such pro forma effect shall be deemed to continue at all times thereafter, and such Permitted Acquisition shall be deemed to have been consummated and all such Indebtedness incurred or deemed to be incurred in connection with such Permitted Acquisition shall be deemed to be outstanding, for purposes of determining ratio-based conditions and baskets (including baskets that are determined on the calculation basis of Consolidated EBITDA or Consolidated Total Assets) until such Permitted Acquisition is consummated or such definitive agreement is terminated (it being understood that any such ratio Indebtedness that is made actually incurred shall continue to be calculated on a treated as outstanding (until actually repaid) for such purposes notwithstanding the termination of such agreement or consummation of such Permitted Acquisition); provided that pro forma basis assuming that all such Specified Transactions (and the change in effect shall also be given to Consolidated EBITDA resulting therefrom) in connection with any such Permitted Acquisition as if such Permitted Acquisition had occurred on the first day of the applicable Test Period. If since Period to the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into extent the Parent Borrower or any of its Restricted Subsidiaries since applicable ratio being so calculated would be greater than the beginning calculation of such Test Period ratio without giving such pro forma effect to the calculation of Consolidated EBITDA after giving effect to the preceding provisions of this clause (e), but in no event shall have made any Specified Transaction such pro forma effect of the calculation of Consolidated EBITDA be given effect to the extent it would result in the applicable ratio being less that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated calculation of such ratio without giving pro forma effect thereto for to such period as if such Specified Transaction occurred at the beginning of the applicable Test PeriodPermitted Acquisition. (df) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio It is expressly understood and Total Leverage Ratio for purposes of determining agreed that pro forma adjustments and calculations need not be prepared in compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent)Regulation S-X; provided that (A) such amounts are reasonably identifiable and factually supportablethat, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative any pro forma adjustments pursuant to Section 1.08(c) are not in compliance with Regulation S-X, the aggregate amount of any amounts that are otherwise added back in computing such add-backs to Consolidated EBITDA with respect shall be subject to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes limitation set forth in clause (a)(xi) of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedConsolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary hereinThe Consolidated First Lien Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Interest Coverage Ratio, EBITDA (solely for purposes of the “grower” component of any basket amount specified hereunder and, for the avoidance of doubt, as a component term used in the calculation of the Consolidated First Lien Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) and Total Leverage Ratio Assets shall be calculated in the manner prescribed by this Section.each case on a pro forma basis as follows: (ba) In the event that the Parent Borrower or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred revolving indebtedness incurred, redeemed, retired or repaid under any revolving credit facility extinguished in the ordinary course of business for working capital purposes), ) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the end commencement of the Test Period period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, such ratio or amount is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio or amount is mademade (a “Ratio Calculation Date”), then the Secured Leverage Ratio and the Total Leverage Ratio such ratio or amount shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred on the last day of the applicable four-quarter period (except in the case of the Consolidated Interest Coverage Ratio, in which case such incurrence, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock will be given effect as if the same occurred on the first day of the applicable four-quarter period). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period. (c) , the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. For purposes of calculating making the Secured Leverage Ratio computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or committed to be made pursuant to a definitive agreement) and the Total Leverage Ratiodesignation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 5.10 during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the relevant Ratio Calculation Date, Specified Transactions and other operational changes that have been made by the Parent Borrower or any of its Restricted Subsidiaries has determined to make and/or made during the applicable Test Period four-quarter reference period or subsequent to such Test Period reference period and on or prior to or simultaneously with the event for which the calculation of any such ratio is made Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations, designation and/or other operational changes had occurred on the first day of the applicable Test Periodfour-quarter reference period. If since the beginning of any such Test Period period any Person that subsequently became a Restricted Subsidiary or was merged, merged or amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this Sectiondefinition, then the Secured Leverage Ratio and the Total Leverage Ratio such ratio or amount shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable Test Period. (d) four-quarter period. Notwithstanding anything to the foregoingcontrary in this Section 1.11, when calculating the Secured Leverage Ratio and Total Leverage Ratio any ratio or test for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), i) the definition of “Applicable RatePercentage” and Sections 2.05(b)(i(ii) and 2.05(b)(iithe financial covenant under Section 6.10 (other than for the purposes of determining pro forma compliance with such financial covenant), the events described in Sections 1.10(b) and 1.10(c) above this Section 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (eb) Whenever For purposes of this Section 1.11, whenever pro forma effect is to be given to any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change or designation of a Specified Transaction (other than the Transactions)Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 5.10, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower Borrower. Any such pro forma calculation may include adjustments of the type described in clause (a)(xi) of the definition of EBITDA. (c) For purposes of determining whether the incurrence, issuance or making of any Indebtedness, Disqualified Stock, Preferred Stock, Capital Stock, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change or designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 5.10 is permitted hereunder, EBITDA and/or Total Assets shall be determined as of the most recently ended Test Period at the time such Indebtedness, Disqualified Stock, Preferred Stock, Capital Stock, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change or designation is incurred, issued or made, and no Default shall be deemed to have occurred solely as a result of a change in EBITDA and/or Total Assets occurring after the time such Indebtedness, Disqualified Stock, Preferred Stock, Capital Stock, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change or designation is incurred, issued or made. (d) Notwithstanding anything to the contrary herein or any other Loan Document, at the Borrower’s option, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Interest Coverage Ratio and any cap expressed as a percentage of EBITDA or Total Assets shall be determined, and any default or Event of Default “blocker” shall be tested (i) with respect to any Limited Condition Acquisition only, as of the date the definitive acquisition agreement for such Limited Condition Acquisition is entered into and the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Interest Coverage Ratio and any cap expressed as a percentage of EBITDA or Total Assets shall be calculated as if the acquisition and other pro forma events in connection therewith were consummated on the first day of the most recently ended Test Period, (ii) in the case of any Restricted Dividend Payment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Dividend Payment (so long as such Restricted Dividend Payment is actually made within 90 days following the date of declaration) or (y) the making of such Restricted Payment and (iii) in the case of any Restricted Debt Payment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment; provided that (A) other than as specifically provided below in this Section 1.11(d), the Consolidated Net Income (and may includeany other financial defined term derived therefrom) shall not include any Consolidated Net Income of, or attributable to, the target company or assets associated with any such Limited Condition Acquisition for usages other than in connection with the applicable transaction pertaining to such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred, (B) the determination of the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Interest Coverage Ratio and availability under any applicable cap expressed as a percentage of EBITDA or Total Assets on or following the date of the definitive acquisition agreement or the declaration of any Restricted Dividend Payment has been made or delivery of notice with respect to a Restricted Debt Payment has been given (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof) shall be calculated on a pro forma basis assuming such acquisition, Restricted Dividend Payment or Restricted Debt Payment and other pro forma events in connection therewith (including any incurrence of Indebtedness) have been consummated and (C) after the signing date but before the closing date for a Limited Condition Acquisition, after the declaration of the relevant Restricted Dividend Payment and prior to the payment thereof and after the delivery of notice with respect to the relevant Restricted Debt Payment prior the payment thereof, the determination of ratios and baskets for purposes not related to such Limited Condition Acquisition shall be made as if the closing date of such Limited Condition Acquisition had occurred on the same date as the signing date, the declaration date or the notice date, as applicable until such earlier time on which the applicable Limited Condition Acquisition is consummated, terminated or abandoned, the applicable declaration has been terminated or the relevant Restricted Dividend Payment has been consummated or the relevant notice has not terminated or expired without the consummation of the relevant Restricted Debt Payment. (e) Notwithstanding anything to the contrary herein, with respect to any amount incurred (including, for the avoidance of doubt, cost savingsRevolving Loans or other revolving indebtedness in an amount not to exceed 100% of EBITDA) or transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, operating expense reductions without limitation, Section 6.10, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Leverage Ratio or the Consolidated Interest Coverage Ratio) (any such amount, a “Fixed Amount”) substantially concurrently with any amount incurred or transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.10, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Leverage Ratio or the Consolidated Interest Coverage Ratio) (any such amount, an “Incurrence-Based Amount”), it is understood and synergies resulting from such Specified Transaction (other than agreed that any Fixed Amount shall be disregarded in the Transactions) which is being given substantially concurrent calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount, except that pro forma effect that have been or are expected to be realized and shall be certified given to any increase or decrease in an officers’ certificate by EBITDA resulting from the entire transaction and thereafter, the incurrence of any such responsible financial or accounting officer delivered amount under the Fixed Amount shall be included in the calculation of future Incurrence-Based Amounts to the Administrative Agentextent such amount incurred under the Fixed Amount is then outstanding. (f) For purposes of the calculation of any Incurrence-Based Amount used in determining the availability of Credit Increases, Incremental Equivalent Debt or Indebtedness incurred or issued under Section 6.01(a) or Section 6.01(b)(xiii); provided that , cash proceeds of such Indebtedness will not be netted in determining Consolidated Indebtedness as used therein and (Ai) in the case of Credit Increases and Incremental Equivalent Debt, any such amounts are reasonably identifiable Indebtedness in the form of a revolving facility shall be treated as fully drawn and factually supportable(ii) in connection with the implementation or assumption of any revolving facility or delayed draw commitments in reliance on Section 6.01(a) and/or Section 6.01(b)(xiii), (B) actions the relevant financial ratio or test shall be satisfied, subject to realize such amounts are taken within 12 months after the other provisions of this Section 1.11, on the date of each drawing under such Specified Transaction, (C) no amounts revolving facility or delayed draw commitments and there shall not be added pursuant any requirement to this clause to treat such revolving facility or delayed draw commitment as fully drawn on the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations date of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions implementation or synergies that have not been actually realizedassumption thereof.

Pro Forma Calculations. (a) Notwithstanding anything With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition or Significant Asset Sale occurs, each of the contrary herein, Leverage Ratio and the Secured Leverage Ratio and the Total Leverage Ratio shall shall, for all purposes set forth herein, be calculated in with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition or Significant Asset Sale (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the manner prescribed by this Section. Securities Act of 1933, as amended, and (b) In pro forma adjustments for cost savings (net of continuing associated expenses) to the event extent such cost savings are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following any such Permitted Acquisition; provided that at the Parent Borrower or election of Parent, such pro forma adjustment shall not be required to be determined for any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included Permitted Acquisition if the aggregate consideration paid in the definitions connection with such acquisition is less than $100,000,000; provided further that all such adjustments shall be set forth in a reasonably detailed certificate of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course a Financial Officer of business for working capital purposesParent), subsequent to using, for purposes of making such calculations, the end historical financial statements of Parent, the Test Period Borrower and the Subsidiaries which shall be reformulated as if such Permitted Acquisition or Significant Asset Sale, and any other Permitted Acquisitions and Significant Asset Sales that have been consummated during the period, had been consummated on the first day of such period. In addition, solely for which purposes of determining whether a Specified Transaction is permitted hereunder (including whether such Specified Transaction would result in a Default or Event of Default and whether the Leverage Ratio Condition or the Secured Leverage Ratio Condition would be met), the Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and as provided in the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodpreceding sentence. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Secured Total Leverage Ratio and the Total Senior Secured Leverage Ratio Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this SectionSection 1.04. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, such financial ratio or test is being calculated but prior to or simultaneously with the event for which the such calculation of any such ratio is being made, then the Secured Leverage Ratio and the Total Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratioany financial ratio or test, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the such calculation of any such ratio is being made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.04, then the Secured Leverage Ratio and the Total Leverage Ratio any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for including the avoidance of doubt, “run-rate” cost savings, operating expense reductions savings and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions), and any such adjustments included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial ratios or tests, including during any subsequent Test Periods in which the effects thereof are expected to be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agentrealized); provided that (Ai) such amounts are reasonably identifiable identifiable, and factually supportable, (B) are projected by the Borrower in good faith to result from actions either taken or expected to realize such amounts are be taken within 12 months after the date end of such Test Period in which such Specified TransactionTransaction occurred and, in each case, certified by the chief financial officer or treasurer of the Borrower, (Cii) no amounts shall be added pursuant to this clause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect for such Test Period and (iii) any increase to such period. Notwithstanding Consolidated EBITDA as a result of cost savings and synergies shall be subject to the foregoing, calculations of limitations set forth in the Total Leverage Ratio for purposes penultimate sentence of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedConsolidated EBITDA.

Pro Forma Calculations. Any determination of the Consolidated Fixed Charge Coverage Ratio or Consolidated Adjusted EBITDA for any trailing twelve fiscal month period (aa “Determination Period”) Notwithstanding anything during which a Permitted Acquisition or an Asset Sale has been consummated (or for purposes of determining whether the conditions set forth in clause (i) of the definition of “Permitted Acquisition” or in Section 7.02(f) are satisfied) shall be made as follows: (1) all components of the Consolidated Fixed Charge Coverage Ratio and Consolidated Adjusted EBITDA shall be calculated as if such Permitted Acquisition or Asset Sale had occurred on the first day of the relevant Determination Period, and (2) such components may, at the option of the Borrower, be adjusted to give effect to Pro-Forma Adjustments. “Pro-Forma Adjustments” means, with respect to any Permitted Acquisition or Asset Sale, any synergies or reductions, including without limitation operating expense reductions, or other pro forma adjustments arising out of events which are directly attributable to any such Permitted Acquisition or Asset Sale, as applicable, that (x) would be permitted to be included in a pro-forma calculation consistent with Article 11 of Regulation S-X promulgated under the Securities Act of 1933, as amended, or (y) are otherwise reasonably estimated by the Borrower in good faith and on the basis of reasonable assumptions to be realized within 12 months of the date of consummation of such Permitted Acquisition or Asset Sale, so long as such synergies, reductions or other pro forma adjustments with respect to any Permitted Acquisition are set forth in the Permitted Acquisition Certificate delivered by the Borrower to the contrary hereinAdministrative Agent with respect to such Permitted Acquisition. For purposes of any such determination, Pro-Forma Adjustments for any Permitted Acquisition or Asset Sale shall be allocated to the fiscal month in which such Permitted Acquisition or Asset Sale is consummated and the immediately preceding eleven consecutive fiscal months on a simple arithmetic basis. In addition, when determining on any date whether the conditions set forth in Section 7.02(f) are satisfied on any date, the Secured Leverage Consolidated Fixed Charge Coverage Ratio and the Total Leverage Ratio Consolidated Adjusted EBITDA to be used shall be calculated those set forth in the manner prescribed by Compliance Certificate most recently delivered prior to such date, adjusted to give pro-forma effect (in accordance with this Section. Section 7.15) to all Permitted Acquisitions consummated (bor proposed to be consummated) after the last day of the fiscal month with respect to which such Compliance Certificate was delivered and on or prior to such date. In the event that (i) the Parent Borrower or any Restricted Subsidiary of its Subsidiaries incurs, assumes, guarantees, redeemsGuarantees, repays, retires repurchases or extinguishes redeems any Indebtedness included or issues, repurchases or redeems any Equity Interests in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the any case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end commencement of the Test Period period for which the Secured Leverage Consolidated Fixed Charge Coverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but and on or prior to or simultaneously with the date on which the event for which the calculation of any such ratio the Consolidated Fixed Charge Coverage Ratio is made, then the Secured Leverage Ratio and the Total Leverage Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemptionGuarantee, repayment, retirement repurchase or extinguishment redemption of Indebtedness, or such issuance, repurchase or redemption of Equity Interests, and the use of the proceeds therefrom as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodtwelve-fiscal-month reference period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary hereinThe Consolidated First Lien Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Interest Coverage Ratio, EBITDA (solely for purposes of the “grower” component of any basket amount specified hereunder and, for the avoidance of doubt, as a component term used in the calculation of the Consolidated First Lien Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) and Total Leverage Ratio Assets shall be calculated in the manner prescribed by this Section.each case on a pro forma basis as follows: (ba) In the event that the Parent Borrower or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred revolving indebtedness incurred, redeemed, retired or repaid under any revolving credit facility extinguished in the ordinary course of business for working capital purposes), ) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the end commencement of the Test Period period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, such ratio or amount is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio or amount is mademade (a “Ratio Calculation Date”), then the Secured Leverage Ratio and the Total Leverage Ratio such ratio or amount shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred on the last day of the applicable four-quarter period (except in the case of the Consolidated Interest Coverage Ratio, in which case such incurrence, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock will be given effect as if the same occurred on the first day of the applicable four-quarter period). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period. (c) , the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, a secured overnight financing rate or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. For purposes of calculating making the Secured Leverage Ratio computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or committed to be made pursuant to a definitive agreement) and the Total Leverage Ratiodesignation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 5.10 during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the relevant Ratio Calculation Date, Specified Transactions and other operational changes that have been made by the Parent Borrower or any of its Restricted Subsidiaries has determined to make and/or made during the applicable Test Period four-quarter reference period or subsequent to such Test Period reference period and on or prior to or simultaneously with the event for which the calculation of any such ratio is made Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations, designation and/or other operational changes had occurred on the first day of the applicable Test Periodfour-quarter reference period. If since the beginning of any such Test Period period any Person that subsequently became a Restricted Subsidiary or was merged, merged or amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this Sectiondefinition, then the Secured Leverage Ratio and the Total Leverage Ratio such ratio or amount shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable Test Period. (d) four-quarter period. Notwithstanding anything to the foregoingcontrary in this Section 1.11, when calculating the Secured Leverage Ratio and Total Leverage Ratio any ratio or test for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), i) the definition of “Applicable RatePercentage” and Sections 2.05(b)(i(ii) and 2.05(b)(iithe financial covenant under Section 6.10 (other than for the purposes of determining pro forma compliance with such financial covenant), the events described in Sections 1.10(b) and 1.10(c) above this Section 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (eb) Whenever For purposes of this Section 1.11, whenever pro forma effect is to be given to any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change or designation of a Specified Transaction (other than the Transactions)Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 5.10, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower Borrower. Any such pro forma calculation may include adjustments of the type described in clause (a)(xi) of the definition of EBITDA. (c) For purposes of determining whether the incurrence, issuance or making of any Indebtedness, Disqualified Stock, Preferred Stock, Capital Stock, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change or designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 5.10 is permitted hereunder, EBITDA and/or Total Assets shall be determined as of the most recently ended Test Period at the time such Indebtedness, Disqualified Stock, Preferred Stock, Capital Stock, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change or designation is incurred, issued or made, and no Default shall be deemed to have occurred solely as a result of a change in EBITDA and/or Total Assets occurring after the time such Indebtedness, Disqualified Stock, Preferred Stock, Capital Stock, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change or designation is incurred, issued or made. (d) Notwithstanding anything to the contrary herein or any other Loan Document, at the Borrower’s option, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Interest Coverage Ratio and any cap expressed as a percentage of EBITDA or Total Assets shall be determined, and any default or Event of Default “blocker” shall be tested (i) with respect to any Limited Condition Acquisition only, as of the date the definitive acquisition agreement for such Limited Condition Acquisition is entered into and the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Interest Coverage Ratio and any cap expressed as a percentage of EBITDA or Total Assets shall be calculated as if the acquisition and other pro forma events in connection therewith were consummated on the first day of the most recently ended Test Period, (ii) in the case of any Restricted Dividend Payment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Dividend Payment (so long as such Restricted Dividend Payment is actually made within 90 days following the date of declaration) or (y) the making of such Restricted Payment and (iii) in the case of any Restricted Debt Payment (including with respect to any Indebtedness contemplated or incurred in connection therewith), at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment; provided that (A) other than as specifically provided below in this Section 1.11(d), the Consolidated Net Income (and may includeany other financial defined term derived therefrom) shall not include any Consolidated Net Income of, or attributable to, the target company or assets associated with any such Limited Condition Acquisition for usages other than in connection with the applicable transaction pertaining to such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred, (B) the determination of the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Leverage Ratio, the Consolidated Interest Coverage Ratio and availability under any applicable cap expressed as a percentage of EBITDA or Total Assets on or following the date of the definitive acquisition agreement or the declaration of any Restricted Dividend Payment has been made or delivery of notice with respect to a Restricted Debt Payment has been given (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof) shall be calculated on a pro forma basis assuming such acquisition, Restricted Dividend Payment or Restricted Debt Payment and other pro forma events in connection therewith (including any incurrence of Indebtedness) have been consummated and (C) after the signing date but before the closing date for a Limited Condition Acquisition, after the declaration of the relevant Restricted Dividend Payment and prior to the payment thereof and after the delivery of notice with respect to the relevant Restricted Debt Payment prior the payment thereof, the determination of ratios and baskets for purposes not related to such Limited Condition Acquisition shall be made as if the closing date of such Limited Condition Acquisition had occurred on the same date as the signing date, the declaration date or the notice date, as applicable until such earlier time on which the applicable Limited Condition Acquisition is consummated, terminated or abandoned, the applicable declaration has been terminated or the relevant Restricted Dividend Payment has been consummated or the relevant notice has not terminated or expired without the consummation of the relevant Restricted Debt Payment. (e) Notwithstanding anything to the contrary herein, with respect to any amount incurred (including, for the avoidance of doubt, cost savingsRevolving Loans or other revolving indebtedness in an amount not to exceed 100% of EBITDA) or transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, operating expense reductions without limitation, Section 6.10, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Leverage Ratio or the Consolidated Interest Coverage Ratio) (any such amount, a “Fixed Amount”) substantially concurrently with any amount incurred or transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.10, the Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated Leverage Ratio or the Consolidated Interest Coverage Ratio) (any such amount, an “Incurrence-Based Amount”), it is understood and synergies resulting from such Specified Transaction (other than agreed that any Fixed Amount shall be disregarded in the Transactions) which is being given substantially concurrent calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount, except that pro forma effect that have been or are expected to be realized and shall be certified given to any increase or decrease in an officers’ certificate by EBITDA resulting from the entire transaction and thereafter, the incurrence of any such responsible financial or accounting officer delivered amount under the Fixed Amount shall be included in the calculation of future Incurrence-Based Amounts to the Administrative Agentextent such amount incurred under the Fixed Amount is then outstanding. (f) For purposes of the calculation of any Incurrence-Based Amount used in determining the availability of Credit Increases, Incremental Equivalent Debt or Indebtedness incurred or issued under Section 6.01(a) or Section 6.01(b)(xiii); provided that , cash proceeds of such Indebtedness will not be netted in determining Consolidated Indebtedness as used therein and (Ai) in the case of Credit Increases and Incremental Equivalent Debt, any such amounts are reasonably identifiable Indebtedness in the form of a revolving facility shall be treated as fully drawn and factually supportable(ii) in connection with the implementation or assumption of any revolving facility or delayed draw commitments in reliance on Section 6.01(a) and/or Section 6.01(b)(xiii), (B) actions the relevant financial ratio or test shall be satisfied, subject to realize such amounts are taken within 12 months after the other provisions of this Section 1.11, on the date of each drawing under such Specified Transaction, (C) no amounts revolving facility or delayed draw commitments and there shall not be added pursuant any requirement to this clause to treat such revolving facility or delayed draw commitment as fully drawn on the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations date of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions implementation or synergies that have not been actually realizedassumption thereof.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Consolidated Leverage Ratio, the Secured Leverage Ratio and the Total Leverage Consolidated Interest Coverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.4; provided that notwithstanding anything to the contrary in clause (b) In or (c) of this Section 1.4, when calculating the event that Consolidated Leverage Ratio and the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total DebtInterest Coverage Ratio, as applicable, for the case may be purposes of (i) the ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.1, the events described in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), this Section 1.4 that occurred subsequent to the end of the applicable Test Period for which shall not be given pro forma effect. (b) For purposes of calculating the Consolidated Leverage Ratio, the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Consolidated Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Holdings, the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.4, then the Consolidated Leverage Ratio, the Secured Leverage Ratio and the Total Leverage Consolidated Interest Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.4. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, the amount of cost savings, operating expense reductions reductions, other operating improvements and synergies resulting relating to such Specified Transaction that are certified by the chief financial officer of the Borrower to the Administrative Agent as being (i) factually supportable and reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions and (ii) reasonably anticipated to be realized within twelve months after the closing date of such Specified Transaction (provided, that to the extent any such operational changes are not associated with a transaction, such changes shall be limited to those for which all steps have been taken for realizing such savings) (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that in no event shall a pro forma adjustment under this clause (c) increase Consolidated EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies by more than 12.5% for any Test Period. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Leverage Ratio, the Secured Leverage Ratio and the Consolidated Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the Transactionsordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Leverage Ratio, the Secured Leverage Ratio and the Consolidated Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Consolidated Leverage Ratio or the Secured Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Consolidated Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect that have been or are expected to be realized and effect, the interest on such Indebtedness shall be certified calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capital Lease Obligation shall be deemed to accrue at an officers’ certificate interest rate reasonably determined by such a responsible financial or accounting officer delivered of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chose, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (e) To the extent that the Borrower is required to demonstrate Pro Forma Compliance with the financial covenants set forth in Section 7.1 at any time prior to the Administrative Agent); provided that (A) such amounts date on which financial statements for March 31, 2011 are reasonably identifiable and factually supportablerequired to be delivered, (B) actions the Borrower will be required to realize such amounts are taken within 12 months after demonstrate compliance with the date of such Specified Transactioncovenant levels then in effect for March 31, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized2011.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio, the Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio, the Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Fixed Charges, as the case may be (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) or issues or redeems Disqualified Equity Interests, subsequent to the commencement of the Test Period but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness or such issuance or redemption of Disqualified Equity Interests, as if the same had occurred on the first day of the applicable Test Period. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower may designate. (f) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Fixed Charge Coverage Ratio for purposes of determining compliance with Section 7.14 at the end of a each Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii)Period, the events described in Sections 1.10(b1.07(c) and 1.10(c1.07(d) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (eg) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA and any financial ratio or test, including the Senior Secured Net Leverage Ratio and the, the Total Secured Net Leverage Ratio, the Net Leverage Ratio and the Total Leverage Interest Coverage Ratio shall be calculated in the manner prescribed by this Section. Section 1.08; provided that, notwithstanding anything to the contrary in clause (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (c) or (d) of this Section 1.08, when calculating the Senior Secured Net Leverage Ratio for purposes of Section 2.03(b)(i), the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating Consolidated EBITDA or Consolidated Cash Interest Expense and any financial ratios or tests, including the Senior Secured Net Leverage Ratio and the Net Leverage, the Total Secured Net Leverage Ratio, the Net Leverage Ratio and the Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand Consolidated Cash Interest Expense and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.08, then the Senior Secured Net Leverage Ratio and and, the Total Secured Net Leverage Ratio, the Net Leverage Ratio, the Interest Coverage Ratio and Consolidated EBITDA shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.08. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, the amount of “run rate” cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than projected by the Transactions) which is being given pro forma effect that have been Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or are reasonably expected to be realized and shall be certified in an officers’ certificate by taken (calculated on a pro forma basis as though such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits theretofore realized during such period from such actions; provided that any such projected “run rate” cost savings, operating expense reductions and synergies shall only be permitted to be included to the extent consistent with the requirements applicable to pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act.permitted by clause (a)(xiv) of the definition of “Consolidated EBITDA.” (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Senior Secured Net Leverage Ratio and the Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under the ABL Facility or any other revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Senior Secured Net Leverage Ratio and the, Total Secured Net Leverage Ratio, the Net Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) For purposes of making any computation of the Interest Coverage Ratio on a Pro Forma Basis: (1) if any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date for which a determination under this definition is made had been the applicable rate for the entire period (taking into account any Swap Contracts applicable to such Indebtedness if such Swap Contract has a remaining term in excess of 12 months); (2) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP; (3) interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have not been based upon the rate actually realizedchosen, or, if none, then based upon such optional rate chosen as the Borrower may designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Total Leverage Ratio Interest Coverage Ratio, as the case may be, shall be calculated in the manner prescribed by this Section. Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) In or (d) of this Section 1.09, when calculating the event that Total Leverage Ratio and the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total DebtInterest Coverage Ratio, as applicable, for purposes of (i) the case may be Applicable ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant set forth in each case, other than Indebtedness incurred Section 7.10(a) or repaid under any revolving credit facility in the ordinary course of business for working capital purposes(b), the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Total Leverage Interest Coverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower Holdings or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.09, then the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Total Leverage Interest Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.09. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and may includefactually supportable, for including the avoidance amount of doubt, “run-rate” cost savings, savings and operating expense reductions and synergies resulting from for which specified actions are taken or committed to be taken within 12 months after the closing date of such Specified Transaction (other than the Transactions) which is being given pro forma effect that and have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings and operating expense reductions had been realized on the first day of such period as if such cost savings and operating expense reductions were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions (it being understood and agreed that “run-rate” means the full recurring benefit that is associated with any action taken or expected to be taken; provided that all of such benefit is expected to be realized within 12 months of taking such action). (d) In the event that Holdings or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio shall be certified calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio and the Senior Secured Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease shall be deemed to accrue at an officers’ certificate interest rate reasonably determined by such a responsible financial or accounting officer delivered of the Borrower to be the Administrative Agent); provided rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that (A) such amounts are reasonably identifiable and factually supportablemay optionally be determined at an interest rate based upon a factor of a prime or similar rate, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transactiona London interbank offered rate, (C) no amounts or other rate, shall be added pursuant determined to this clause to have been based upon the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to rate actually chose, or if none, then based upon such period. Notwithstanding optional rate chosen as the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedBorrower may designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Senior Secured Leverage Ratio, Consolidated Interest Expense Ratio and the Total Leverage Ratio shall be calculated in the manner prescribed by this SectionSection 1.07. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Senior Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposesunless such Indebtedness has been permanently repaid and has not been replaced), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, any financial ratio or test is being calculated but prior to or simultaneously with the event for which the such calculation of any such ratio is being made, then the Secured Leverage Ratio and the Total Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Expense Ratio (or similar ratio), such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the first day of the applicable Test Period). (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratioany financial ratio or test, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.04, then the Secured Leverage Ratio and the Total Leverage Ratio any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio If any Indebtedness bears a floating rate of interest and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Expense Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent)realized; provided that (A) such amounts are reasonably identifiable and factually supportable, (B) projected by the Parent Borrower in good faith to a result from actions either taken or expected to realize such amounts are be taken within 12 months after the date end of such Specified TransactionTest Period (which cost savings, operating expense reductions and synergies shall be subject only to certification by management of the Parent Borrower and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period) and (CB) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (including, without limitation, through clause (a)(ix) of the definition thereof) with respect to such period. Notwithstanding the foregoing, calculations of when calculating the Total Leverage Ratio for purposes the purpose of the definition of “Applicable Rate” and ”, Senior Secured Leverage Ratio for the purpose of Section 2.05(b)(i2.05(b) and 2.05(b)(iithe Total Leverage Ratio and Consolidated Interest Expense Ratio for the purposes of Section 7.15, (x) the events described in this Section 1.07 that occurred subsequent to the end of the Test Period shall not be given pro forma effect and (y) Section 1.07(d) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedapply.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Total Leverage Ratio Interest Coverage Ratio, as the case may be, shall be calculated in the manner prescribed by this Section. Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) In or (d) of this Section 1.09, when calculating the event that Total Leverage Ratio and the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total DebtInterest Coverage Ratio, as applicable, for purposes of (i) the case may be Applicable ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant set forth in each case, other than Indebtedness incurred Section 7.10(a) or repaid under any revolving credit facility in the ordinary course of business for working capital purposes(b), the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Periodeffect. (cb) For purposes of calculating the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Total Leverage Interest Coverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries (i) during the applicable Test Period or and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change any increase or decrease in Consolidated EBITDA resulting therefromand the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.09, then the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Total Leverage Interest Coverage Ratio shall be calculated giving to give pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Periodin accordance with this Section 1.09. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ec) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions)Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for to the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been extent consistent with Regulation S-X or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are otherwise reasonably identifiable and factually supportable, (B) including the amount of “run-rate” cost savings relating to such Specified Transaction and operating expense reductions relating to such Specified Transaction for which specified actions are taken or committed to realize such amounts are be taken within 12 months after the date of consummation of such Specified Transaction, Transaction and have been realized or are expected to be realized within 12 months after the date of consummation of such Specified Transaction (C) no amounts shall be added pursuant to this clause to calculated on a pro forma basis as though such cost savings and operating expense reductions had been realized on the extent duplicative first day of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period as if such cost savings and operating expense reductions were realized during the entirety of such period. Notwithstanding ), net of the foregoingamount of actual benefits realized during such period from such actions (it being understood and agreed that “run-rate” means the full recurring benefit that is associated with any action taken or expected to be taken; provided that all of such benefit is expected to be realized within 12 months of the date of consummation of the Specified Transaction. (d) In the event that the Borrower or any of its Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for purposes working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the definition applicable Test Period and prior to or simultaneously with the event for which the calculation of “Applicable Rate” any such ratio is made, then the Total Leverage Ratio, the Senior Secured Leverage Ratio and Section 2.05(b)(ithe Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio and 2.05(b)(iithe Senior Secured Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall not include be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any cost savingshedging obligations applicable to such Indebtedness); provided, operating expense reductions in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or synergies any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have not been based upon the rate actually realizedchosen or if none, then based upon such optional rate chosen as the Borrower may designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Total Leverage Ratio Ratio, the Fixed Charge Coverage Ratio, the Payment Conditions and the Total Leverage Ratio Distribution Conditions (and, in each case, any component thereof) shall be calculated in the manner prescribed by this Section. Whenever pro forma effect is to be given to any applicable transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of Holdings. (b) In the event that any of the Parent Borrower Borrowers or any Restricted Subsidiary of its respective Subsidiaries incurs, assumes, guarantees, redeems, refinances, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Total Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, refinancing, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio, any Investment or other acquisition (including any Permitted Acquisition), Disposition, Restricted Payment or Restricted Subordinated Debt Payment (each, a “Specified Transactions Transaction”) that have has been made by any of the Parent Borrower Borrowers or any of its Restricted respective Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent any Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Total Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding In the foregoingevent that any of the Borrowers or any of its respective Subsidiaries incurs, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii)assumes, 2.14guarantees, 6.14 and 7.04)redeems, refinances, repays, retires or extinguishes any Indebtedness included in the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred Fixed Charges subsequent to the end commencement of the Test Period but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made, then the Fixed Charge Coverage Ratio shall not be given calculated giving pro forma effecteffect to such incurrence, assumption, guarantee, redemption, refinancing, repayment, retirement or extinguishment of Indebtedness as if the same had occurred on the first day of the applicable Test Period. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than Any Indebtedness incurred or assumed by any of the Transactions), the pro forma calculations Borrowers or any of their respective Subsidiaries in connection therewith shall be made in good faith by a responsible financial or accounting officer deemed to have occurred as of the Parent Borrower (first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made; provided that, if any Indebtedness bears a floating rate of interest and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and effect, the interest on such Indebtedness shall be certified calculated as if the rate in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after effect on the date of the event for which the calculation of the Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Specified Transaction, (C) no amounts Indebtedness). Interest on a Capitalized Lease Obligation shall be added pursuant deemed to this clause accrue at an interest rate reasonably determined by a Responsible Officer of Holdings to be the extent duplicative rate of any amounts interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that are otherwise added back may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the applicable Borrower may designate. (f) Any Availability test or condition set forth in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition definitions of “Applicable RatePayment Conditions” and Section 2.05(b)(i) and 2.05(b)(ii) or “Distribution Conditions” shall not include be calculated taking into account any cost savingsCredit Extensions made to finance the applicable Permitted Transaction or Restricted Payment, operating expense reductions or synergies that have not been actually realizedas applicable.

Pro Forma Calculations. (a) Notwithstanding anything to The calculation of all financial ratios and tests (including the contrary hereinFixed Charge Coverage Ratio, the Secured Leverage Ratio and Consolidated Non-Guarantor Debt Ratio, the Total Net Leverage Ratio Ratio, the Senior Secured Net Leverage Ratio) for any four-quarter reference period shall be calculated in the manner prescribed by this Section. on a Pro Forma Basis (bas defined below) In the event assuming that the Parent Borrower all acquisitions, dispositions, mergers, amalgamations or any Restricted Subsidiary incursconsolidations, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each casecase with respect to an operating unit of a business, other than Indebtedness incurred or repaid under any revolving credit facility in made during such four-quarter reference period (including the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of any Indebtedness, as if or the same had occurred on the last day issuance or redemption of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage RatioDisqualified Stock or Preferred Stock, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously in connection with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefromtransaction) had occurred on the first day of the applicable Test Periodfour-quarter reference period. If since the beginning of any during such Test Period period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated merged with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of during such Test Period period shall have made any Specified Transaction acquisition, disposition, merger, amalgamation or consolidation, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this Sectiondefinition, then the Secured Leverage Ratio and the Total Leverage Ratio such ratio shall be calculated giving pro forma effect thereto on a Pro Forma Basis for such period as if such Specified Transaction acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable Test Periodfour-quarter period. (db) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 Interest on a Capitalized Lease Obligation shall be deemed to accrue at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower (and to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a Pro Forma Basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may includeoptionally be determined at an interest rate based upon a factor of a prime or similar rate, for the avoidance of doubta eurocurrency interbank offered rate, cost savingsor other rate, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate. (c) For purposes of this Section 1.08, “Pro Forma Basis” shall mean on a basis in accordance with GAAP and, to the extent applicable, reasonable assumptions that are specified in detail in the relevant Officer’s Certificate or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered other document provided to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back Agent in computing Consolidated EBITDA accordance with respect to such period. Notwithstanding the foregoing, calculations Regulation S-X of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedSecurities Act.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Leverage Ratio, the Senior Secured Leverage Ratio and the First Lien Leverage Ratio, and compliance with covenants determined by reference to Consolidated EBITDA and Total Leverage Ratio Assets shall be calculated in the manner prescribed by this SectionSection 1.09; provided that, notwithstanding anything to the contrary in Section 1.09(b), (c) or (d), when calculating (i) the First Lien Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow and (ii) the Total Leverage Ratio for the purposes of actual compliance with Section 7.11 (as opposed to a pro forma calculation in accordance with Section 7.11 for purposes of another provision), the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio, the Senior Secured Leverage Ratio, the First Lien Leverage Ratio or Consolidated EBITDA, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then the Total Leverage Ratio, the Senior Secured Leverage Ratio, the First Lien Leverage Ratio and Consolidated EBITDA shall be calculated to give Pro Forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and may include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, operating improvements and synergies related to such Specified Transaction projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of the applicable EBITDA Determination Period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such EBITDA Determination Period) relating to such Specified Transaction, net of the amount of actual benefits realized during such EBITDA Determination Period from such actions; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith determination of the Borrower, (B) such actions are taken or expected to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than 24 months after the date of such Specified Transaction, and (C) no amounts shall be added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such EBITDA Determination Period. Notwithstanding the foregoing, (A) all pro forma adjustments under this Section 1.09(c) shall not, taken together with those added pursuant to clause (a)(viii) of the definition of “Consolidated EBITDA”, increase Consolidated EBITDA by more than 35% for any Test Period (calculated prior to giving effect to any addback pursuant to this Section 1.09(c) or clause (a)(viii) of the definition of “Consolidated EBITDA”), (B) any cost savings, operating expense reductions, operating improvements or synergies to be realized in such Test Period shall not be added back in computing the Applicable ECF Percentage and (C) no pro forma adjustments under this Section 1.09(c) shall be made in respect of the Transactions (the foregoing not being intended to limit the operation of clause (a)(viii) of the definition of “Consolidated EBITDA”). (d) In the event that the Parent Borrower or any Restricted Subsidiary incursincurs (including by assumption or guarantees) or repays (including by redemption, assumesrepayment, guarantees, redeems, repays, retires retirement or extinguishes extinguishment) any Indebtedness included in the definitions calculations of Consolidated the Total Leverage Ratio, the First Lien Leverage Ratio and the Senior Secured Debt or Consolidated Total DebtLeverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposespurposes and not incurred in reliance on Section 7.03(v)), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Total Leverage Ratio, the First Lien Leverage Ratio and the Total Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement incurrence or extinguishment repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes Period in the case of calculating the Secured Leverage Ratio and each of the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured First Lien Leverage Ratio and the Total Senior Secured Leverage Ratio Ratio. Interest on a Capitalized Lease shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred deemed to accrue at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. For the avoidance of doubt, in giving pro forma effect to the incurrence of any Indebtedness the cash remaining on the balance sheet for purposes of calculating Consolidated Total Net Debt after giving effect to such incurrence and the application of the proceeds thereof shall be determined without regard to the proceeds of such Indebtedness. (and may includee) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than the financial covenant set forth in Section 7.11) which requires the calculation of any financial ratio or test, including of the Senior Secured Leverage Ratio, the First Lien Leverage Ratio or the Total Leverage Ratio (and, for the avoidance of doubt, cost savingsany financial ratio set forth in Section 2.19(a)); or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Total Assets); in each case, operating expense reductions at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into or the date the irrevocable notices for such Limited Condition Transaction are delivered, as applicable (the “LCT Test Date”), and synergies resulting from such Specified Transaction (other than the Transactions) which is being given if, after giving pro forma effect that to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are expected exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any permitted investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness (a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be realized satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. (f) Whenever any provision of this Agreement requires a specified Senior Secured Leverage Ratio, First Lien Leverage Ratio or Total Leverage Ratio on a Pro Forma Basis in connection with any action to be taken hereunder, the Borrower shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered deliver to the Administrative Agent); provided that (A) Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such amounts are reasonably identifiable and factually supportablecompliance or such Senior Secured Leverage Ratio, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the First Lien Leverage Ratio or Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realizedRatio.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Secured Total Leverage Ratio, the Total Rent Adjusted Leverage Ratio, the Total Gross Leverage Ratio, the Consolidated Interest Coverage Ratio and the amount of Total Leverage Ratio Assets) pursuant to this Agreement shall be calculated in the manner prescribed by this SectionSection 1.04. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and the commitments in the ordinary course of business for working capital purposes), respect thereof have been terminated) subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, such financial ratio or test is being calculated but prior to or simultaneously with the event for which the such calculation of any such ratio is being made, then the Secured Leverage Ratio and the Total Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratioany financial ratio or test, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the such calculation of any such ratio is being made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test PeriodPeriod and Total Assets shall be calculated after giving effect thereto. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this SectionSection 1.04, then the Secured Leverage Ratio and the Total Leverage Ratio any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower (including the “run-rate” cost savings and synergies resulting from such Specified Transaction that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions), and any such adjustments included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial ratios or tests, including during any subsequent Test Periods in which the effects thereof are expected to be realized); provided, that, (i) such amounts are reasonably identifiable, and factually supportable, are projected by the Borrower in good faith to result from actions either taken or expected to be taken within twelve (12) months after the end of such Test Period in which such Specified Transaction occurred and, in each case, certified by the chief financial officer or treasurer of the Borrower, (ii) no amounts shall be added pursuant to this Section 1.04(d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period and (iii) any increase to Consolidated EBITDA as a result of cost savings and synergies shall be subject to the limitations set forth in the final sentence of the definition of Consolidated EBITDA. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (f) Notwithstanding the foregoing, when calculating the Secured Total Rent Adjusted Leverage Ratio and Total Leverage the Consolidated Interest Coverage Ratio for purposes of determining actual compliance with Section 7.14 at 7.10 as of the end of a any Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii)Period, the events described in Sections 1.10(b1.04(b), (c) and 1.10(c(d) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (ei) Whenever Any pro forma effect is calculation required at any time prior to be given to a Specified Transaction (other than the Transactions)June 30, the pro forma calculations 2015, shall be made assuming that compliance with the Total Rent Adjusted Leverage Ratio and Consolidated Interest Coverage Ratio set forth in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, Section 7.10 for the avoidance of doubtTest Period ending on June 30, cost savings2015, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA required with respect to the most recent Test Period prior to such period. Notwithstanding time and (ii) for the foregoingpurposes of any calculation of Consolidated EBITDA, calculations Consolidated EBITDAR, Consolidated Interest Expense, Consolidated Interest Coverage Ratio, Consolidated Net Income, Consolidated Rental Expense, Consolidated Total Debt, Total Assets, Total Leverage Ratio, Total Gross Leverage Ratio or Total Rent Adjusted Leverage Ratio, for any of the Total Leverage Ratio events described above that occur prior to the date on which financial statements have been delivered for purposes of the definition of fiscal quarter ended on or about June 30, 2015, such calculation shall be made on a “Applicable RatePro Forma Basis” and references herein to financial statements required to be delivered pursuant to Section 2.05(b)(i6.01(a) and 2.05(b)(iior Section 6.01(b) shall not include any cost savingsbe deemed to be a reference to the financial statements with respect to the Borrower for the fiscal quarter ended on or about March 31, operating expense reductions or synergies that have not been actually realized2015.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Coverage Ratio, the Total Leverage Ratio, the Senior Secured Leverage Ratio and the First Lien Leverage Ratio, and compliance with covenants determined by reference to Consolidated EBITDA and Total Leverage Ratio Assets shall be calculated in the manner prescribed by this SectionSection 1.09; provided that, notwithstanding anything to the contrary in this Section 1.09, when calculating (i) the First Lien Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, (ii) the First Lien Leverage Ratio for purposes of determining the “Applicable Margin” and (iii) the Total Leverage Ratio for the purposes of actual compliance with Section 7.11 (as opposed to a pro forma calculation in accordance with Section 7.11 for purposes of another provision), the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Consolidated Coverage Ratio, the Total Leverage Ratio, the Senior Secured Leverage Ratio, the First Lien Leverage Ratio, Consolidated EBITDA or Total Assets, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then the Consolidated Coverage Ratio, the Total Leverage Ratio, the Senior Secured Leverage Ratio, the First Lien Leverage Ratio, Consolidated EBITDA and Total Assets, as applicable, shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, operating improvements and synergies related to such Specified Transaction (and related insourcing initiatives) projected by the Borrower in good faith to be realized as a result of specified actions taken or expected to be taken or with respect to which substantial steps have been taken or are expected to be taken (calculated (i) on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of the applicable EBITDA Determination Period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such EBITDA Determination Period and (ii) such that “run-rate” means the full recurring benefit for a period that is associated with any action either taken or expected to be taken or with respect to which substantial steps have been taken or are expected to be taken (in each case, in the good faith determination of the Borrower)) relating to such Specified Transaction, net of the amount of actual benefits realized during such EBITDA Determination Period from such actions; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith determination of the Borrower, (B) such actions are taken or substantial steps with respect to such actions are or are expected to be taken no later than 24 months after the date of such Specified Transaction and (C) no amounts shall be added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such EBITDA Determination Period. (d) In the event that the Parent Borrower or any Restricted Subsidiary incursincurs (including by assumption or guarantees) or repays (including by redemption, assumesrepayment, guaranteesretirement, redeemsdefeasance, repays, retires discharge or extinguishes extinguishment) any Indebtedness included in the definitions calculations of the Consolidated Coverage Ratio, the Total Leverage Ratio, the First Lien Leverage Ratio and the Senior Secured Debt or Consolidated Total DebtLeverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made made, then such ratio or test shall be calculated on a giving pro forma basis assuming that all effect to such Specified Transactions incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, in each case, to the extent required, as if the same had occurred on the last day of the applicable Test Period (and except in the change case of the Consolidated Coverage Ratio (or similar ratio), in Consolidated EBITDA resulting therefrom) which case such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness will be given effect as if the same had occurred on the first day of the applicable Test Period). If since the beginning any Indebtedness bears a floating rate of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio interest and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be is being given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Coverage Ratio is made in good faith had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (and may includee) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, have occurred, is continuing or would result from any such action, as applicable, such condition shall, at the avoidance option of doubtthe Borrower, cost savingsbe deemed satisfied, operating expense reductions and synergies resulting from so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreement for such Specified Limited Condition Transaction is entered into. Furthermore, in connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than the Transactionsfinancial covenant set forth under Section 7.11 (except if being tested on a Pro Forma Basis)) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to requires the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative calculation of any amounts that are otherwise added back in computing financial ratio or test, including, without limitation, the Consolidated EBITDA with respect to such period. Notwithstanding Coverage Ratio, the foregoingSenior Secured Leverage Ratio, calculations the First Lien Leverage Ratio or the Total Leverage Ratio, but excluding the calculation of the Total First Lien Leverage Ratio for purposes of the definition Applicable ECF Percentage of Excess Cash Flow; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Total Assets); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “Applicable Rate” LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the “LCT Test Date”), and Section 2.05(b)(iif, after giving Pro Forma Effect to the Limited Condition Transaction, the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, (i) if the Borrower has made an LCT Election and 2.05(b)(iiany of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been satisfied as a result of such fluctuations and (ii) such ratios, tests or baskets shall not include be tested at the time of consummation of such Limited Condition Transaction, unless the Borrower elects in its sole discretion to test such ratio, test or basket on the date such Limited Condition Transaction is consummated instead of the date of the related definitive agreement. If the Borrower has made an LCT Election for any cost savingsLimited Condition Transaction, operating expense reductions then in connection with any event or synergies transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving Pro Forma Effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been actually realizedconsummated.