Common use of Pro Forma Calculations Clause in Contracts

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios ratios, tests and tests (including measurements of Total Assets or Consolidated EBITDA)covenants, including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 20171.9. (b) For purposes of calculating any financial ratio ratio, covenant or test, Specified Transactions (with any incurrence or repayment (excluding voluntary repayments) of any Debt in connection therewith to be subject to Section 1.9(c)) that have been made (i) during the applicable Test Period measurement period and (ii) subsequent to such Test Period period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in 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 (ormeasurement period. If, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). If since the beginning of any applicable Test Period 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 period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.9, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.9. (c) Whenever pro forma effect In the event that Borrower or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment (other than voluntary repayments), retirement or extinguishment) 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 Debt included in the initial pro forma calculations of such any financial ratios ratio, covenant or tests and during test (in each case, other than Debt incurred or repaid under any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportablerevolving credit facility), reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) during the definition of “Applicable Rate,” applicable period or (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In period and prior to or simultaneously with the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of for which the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction calculation of any applicable such ratio is made, then such financial ratios ratio or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” test shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (includingsuch incurrence or repayment of Debt, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that extent required, as if the incurrence of any Indebtedness under same had occurred on the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence last day of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedperiod.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of the Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference 14.13; provided that notwithstanding anything to the “Test Period” contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based onthe Applicable ECF Percentage of Excess Cash Flow, the most recently ended events described in this Section 14.13 that occurred subsequent to the end of the applicable Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to shall not be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For purposes of calculating any financial ratio or testthe Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)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 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 1.0914.13, then such financial ratio or test (or the calculation of Total Assets) Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.0914.13. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and includefactually supportable, for the avoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions, other operating improvements reductions and synergies projected by the Borrower in good faith that have been realized or are expected to be realized as a result within 12 months after the closing date of specified actions taken, committed to be taken or expected to be taken such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements 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 takenrelating to such Specified Transaction, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) the aggregate amount of cost savings, operating expense reductions and synergies included in such amounts are factually supportable, reasonably identifiable and based on assumptions believed by calculations for the Borrower in good faith to be reasonable at Safeway Acquisition shall not exceed $285,000,000 for the time made, (B) such actions are reasonably anticipated to be realized in 12 month period following the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA;Escrow Release Date. (d) Any provision requiring Pro Forma Compliance In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with Section 7.11 shall be made assuming that compliance with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio pursuant shall be calculated giving pro forma effect to such Section is required with respect incurrence or repayment of Indebtedness, to the most recent extent required, as if the same had occurred on the last day of the applicable Test Period prior Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such timeCapital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Section 1.09Agreement, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) determining compliance with this Agreement which requires the definition calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Applicable Rate,” Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the definition date the definitive agreement for such Limited Condition Acquisition expires without consummation of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11such Limited Condition Acquisition, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period any such ratio or basket shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable on Pro Forma Basis assuming such Limited Condition Acquisition and related other transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, including any incurrence of Indebtedness and the portion use of proceeds thereof) have been consummated until such Indebtedness time as the applicable Limited Condition Acquisition has actually closed or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedthe definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, Consolidated the Secured Net Leverage Ratio, the Cash Interest Coverage Ratio and the Consolidated First Lien Net Leverage Ratio EBITDA shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 1.09. Whenever a financial ratio 1.14; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or test is (e) of this Section 1.14, (A) when calculating the Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “ECF Percentage” and (iii) Section 6.12 (other than for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any basket), the events described in this Section 1.14 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be calculated on a repaid pursuant to Section 2.11(c) for any prior fiscal year) shall be given pro forma basis, the reference effect after such fiscal year-end and prior to the “Test Period” time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any and (iB) when calculating any such financial ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be deemed to be a reference to, and shall be based on, excluded from the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as calculation of the period of four consecutive fiscal quarters ending September 30, 2017any applicable ratio or test. (b) For purposes of calculating any financial ratio or testtest or Consolidated EBITDA, Specified Transactions (and, subject to clause (d) below, the incurrence or repayment of any Indebtedness in connection therewith) that have been made (ia) during the applicable Test Period and or (iib) 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 (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)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 Holdings or any of its Restricted Subsidiaries Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.14, then such financial ratio or test (or the calculation of Total Assets) Consolidated EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.14; provided that with respect to any pro forma calculations to be made in connection with any acquisition or investment in respect of which financial statements for the relevant target are not available for the same Test Period for which financial statements of Holdings are available, the Borrower shall determine such pro forma calculations on the basis of the available financial statements (even if for differing periods) or such other basis as determined on a commercially reasonable basis by the Borrower. (c) Whenever pro forma effect or a determination of Pro Forma Compliance 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 Financial Officer of the Borrower and may include, for the avoidance of doubt the amount of “run rate” cost savings, operating expense reductions and synergies related to any Specified Transaction (including, for the avoidance of doubt, acquisitions occurring prior to the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies Closing Date) that are projected by the Borrower in good faith to be realized as a result of specified actions taken, committed that have been taken or initiated or are expected to be taken or expected initiated on or prior to the date that is eight fiscal quarters after the end of the relevant Test Period (including restructuring and integration charges) (which cost savings shall be taken (added to Consolidated EBITDA until fully realized and calculated on a pro forma basis Pro Forma Basis as though such cost savings, operating expense reductions, operating improvements and synergies savings had been realized on the first day of such period and as if such cost savingsthe relevant period), operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments actions (it being understood that “run rate” shall be included in mean the initial pro forma calculations of such financial ratios or tests and full reasonably expected recurring benefit during any subsequent Test Period in which the effects thereof are expected eight fiscal quarter period referred to be realized relating to such Specified Transactionabove that is associated with the relevant action); provided that (A) such amounts cost savings are factually supportable, supportable and reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAEBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA;period. (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with Holding or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit unless such Indebtedness has been permanently repaid and not replaced and, for the Consolidated First avoidance of doubt, in the event an item of Indebtedness, or Disqualified Equity Interests (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Cash Interest Coverage Ratio, Secured Net Leverage Ratio pursuant and the Total Net Leverage Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility in connection therewith), (i) during the applicable Test Period or (ii) subject to paragraph (a), subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such Section is required with respect incurrence or repayment of Indebtedness, in each case to the most recent extent required, as if the same had occurred on the last day of the applicable Test Period prior to (except in the case of the Cash Interest Coverage Ratio (or similar ratio), in which case such timeincurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness will be given effect 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 Cash Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or applicable Restricted Subsidiary may designate. (f) Notwithstanding anything to the contrary in this Section 1.091.14 or in any classification under GAAP of any Person, when calculating business, assets or operations in respect of which a definitive agreement for the asset sale, transfer, disposition or lease thereof has been entered into as discontinued operations, no Pro Forma Effect shall be given to the classification thereof as discontinued operations (and the Consolidated First Lien Net Leverage RatioEBITDA or any component thereof attributable to any such Person, Consolidated Secured Net Leverage Ratio business, assets or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period operations shall not be given pro forma effectexcluded for any purposes hereunder) until such asset sale, transfer, disposition or lease shall have been consummated. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, Consolidated the Secured Net Leverage Ratio and Ratio, the Consolidated First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.10; provided that, notwithstanding anything to the contrary in clauses (b), (d), (e), (f) or (g) of this Section 1.10, (A) when calculating any such ratio or test for purposes of (i) the definition of “Applicable Margin,” (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.11 (other than for the purpose of determining Pro Forma Compliance with Section 7.11), the events described in this Section 1.10 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements have been delivered or of the Lead Borrower are delivered concurrently therewith and available (iias determined in good faith by the Lead Borrower) prior to (it being understood that for purposes of determining pro forma compliance with Section 7.11, if no Test Period with an applicable level cited in Section 7.11 has passed, the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance applicable level shall be calculated on a pro forma basis as the level for the first Test Period cited in Section 7.11 with an indicated level). For the avoidance of doubt, the provisions of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For foregoing sentence shall not apply for purposes of calculating any financial ratio or test, Specified Transactions that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable RateMargin,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual Section 7.11 (and not pro forma) compliance other than for the purpose of determining Pro Forma Compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), each of which shall be based on the financial statements delivered pursuant to Section 6.01(a) or (i) compliance with or satisfaction of any applicable financial ratios or tests b), as applicable, for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedrelevant Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, all financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is to be calculated on a pro forma basisbeing calculated), the reference subsequent to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as end of the period of four consecutive fiscal quarters ending September 30(the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, 2017then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period. (bc) For purposes of calculating any financial ratio test or testratio, Specified Transactions that have been made (i) by the Company or any Restricted Subsidiary during the applicable Test Period and (ii) or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)Period. If since the beginning of any applicable such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower Company or any of its Restricted Subsidiaries Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09Section, the then such applicable financial test or ratio or test (or the calculation of Total Assets) shall be calculated to give giving pro forma effect thereto in accordance with this Section 1.09. (c) Whenever for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, then such ratio shall be calculated giving pro forma effect or thereto for such period as if such designation had occurred at the beginning of the applicable Test Period. If any Debt bears a determination floating rate of Pro Forma Compliance interest and is to be being given to a Specified Transactionpro forma effect, for purposes of determining the pro forma calculations Fixed Charge Coverage Ratio, the interest on such Debt shall be made calculated as if the rate in good faith by a responsible financial or accounting officer effect on the date of determination has been the Borrower and include, applicable rate for the avoidance of doubtentire Test Period, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as interest on any Debt under a result of specified actions taken, committed to be taken or expected to be taken (calculated revolving credit facility computed on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on shall be computed based upon the first day average daily balance of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized Debt during the entirety of such periodapplicable Test Period. (d) 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 The pro forma calculations of such financial ratios permitted or tests and during any subsequent Test Period in which the effects thereof are expected required to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed made by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added Company or any Restricted Subsidiary pursuant to this Section 1.09(c) to the extent duplicative of any amounts Agreement shall include only those adjustments that are otherwise added back in computing Consolidated EBITDA(i) permitted or required by Regulation S-X under the Securities Act of 1933, whether through a pro forma adjustment as amended or otherwise, with respect to such period and (Dii) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in permissible by the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, Consolidated the Secured Net Leverage Ratio and Ratio, the Consolidated First Lien Net Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate” and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro Forma Basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements have been delivered or of the Borrower are delivered concurrently therewith available (as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio for purposes of the definition of “Applicable Rate” and determining actual compliance with Section 7.11 (ii) prior to other than for the initial date upon purpose of determining pro forma compliance with Section 7.11), each of which shall be based on the financial statements and certificates required by delivered pursuant to Section 6.01(a) or 6.01(b(b), as applicable, for the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017relevant Test Period. (b) For purposes of calculating any financial ratio or test, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09) that have been made (i) during the applicable Test Period and (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements reductions and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by factually supportable in the Borrower in good faith to be reasonable at judgment of the time madeBorrower, (B) such actions are reasonably anticipated taken, committed to be realized in the good faith judgment of the Borrower taken or expected to be taken no later than 18 eighteen (18) months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 1.09(cclause (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) period; provided that any amount added back in computing increase to Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds limitation set forth in the penultimate proviso of clause (viii) of the definition of Consolidated EBITDA;. (d) Any In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period or (ii) subject to clause (a) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then 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 (or the first day of the applicable Test Period solely in the case of the Fixed Charge 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 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 Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chose, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (f) At any time prior to March 31, 2013, any provision requiring Pro Forma Compliance the pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such set forth in Section 7.11 for the Test Period ending on March 31, 2013 is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Ratio, Consolidated First Lien Net Leverage Ratio and Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amountand Consolidated EBITDA, as applicable, the last day). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements initiatives, operating changes and enhancements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements initiatives, operating changes and enhancements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements initiatives, operating changes and enhancements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated taken, committed to be realized in the good faith judgment of the Borrower taken or expected to be taken no later than 18 24 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDAperiod; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” and (ii) the definition of “Applicable ECF Percentage,” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Adjusted EBITDA, EBITDA, Consolidated Net Income and any financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total First Lien Net Leverage Ratio, Consolidated the Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio Ratio, shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference 1.08; provided that notwithstanding anything to the “Test Period” contrary in clauses (b), (c) or (d) of this Section 1.08, when calculating the Total Net Leverage Ratio for purposes of calculating determining actual compliance (iand not Pro Forma Compliance, compliance on a Pro Forma Basis or determining compliance giving Pro Forma Effect to a transaction) such financial ratio or test shall be deemed to be a reference to, and shall be based onwith Section 7.01, the most recently ended events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to shall not be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017given Pro Forma Effect. (b) For purposes of calculating Adjusted EBITDA, EBITDA, Consolidated Net Income and any financial ratio ratios or testtests, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made (i) during the applicable Test Period and or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Adjusted EBITDA, EBITDA, Consolidated Net Income or any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Adjusted EBITDA, EBITDA, Consolidated EBITDA Net Income and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09Period. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Interest Coverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.091.4; provided that notwithstanding anything to the contrary in Section 1.4(b), (c) or (d), when (i) calculating the Consolidated Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the definition of “ECF Percentage”, the events described in this Section 1.4 that occurred subsequent to the end of the applicable Reference Period shall not be given pro forma effect and shall be calculated at the last day of such fiscal year or fiscal quarter, as the case may be. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Reference Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or are delivered concurrently therewith and (ii) b), as applicable (or, if prior to the initial date upon which of delivery of the first financial statements and certificates required by delivered pursuant to Section 6.01(a) or 6.01(b7.1, the most recent financial statements referred to in Section 5.1), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial ratio or test, Specified Significant Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.4(d)) that have been made (i) during the applicable Test Reference Period and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Significant Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Significant Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Consolidated Total Assets or the Unrestricted Cash Amount, as applicableTangible Assets, the last day)) of the applicable Reference Period. If since the beginning of any applicable Test Reference 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 Reference Period shall have made any Specified Significant Transaction that would have required adjustment pursuant to this Section 1.091.4, then such financial ratio or test (or the calculation of Consolidated Total Tangible Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.4. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Significant Transaction, the calculations made on a pro forma calculations basis shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken the Transactions or expected to be taken any Significant Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period) ), and “run-rate” means the full recurring benefit for a period that is associated in connection with the Transactions or any action takenSignificant Transaction, committed to be taken or expected to be taken as applicable, (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Reference Period in which the effects thereof are expected to be realized relating to the Transactions or such Specified Significant Transaction, as applicable; provided that (Ai) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized and reasonably factually supportable and quantifiable in the good faith judgment of the Borrower no Borrower, (ii) such actions are to be taken within (A) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, not later than eighteen (18) months after the Closing Date, and (B) in all other cases, within 18 months after the date consummation of such Specified the Significant Transaction, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies and (Ciii) and no amounts cost savings, operating expense reductions and synergies shall be added pursuant to this Section 1.09(cclause 1.4(c) to the extent duplicative of any amounts that are expenses or charges otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) period; provided further that any amount added back in computing increase to Consolidated EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies pursuant to this Section 1.09(c1.4(c) shall be subject to the caps, baskets and thresholds limitation set forth in clause (vii) of the definition of “Consolidated EBITDA;.” (d) Any In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Reference Period or (ii) subject to Section 1.4(a) subsequent to the end of the applicable Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then 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 Reference Period. If any Indebtedness bears a floating or formula based 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 determination had been the applicable rate for the entire period (taking into account any Hedge Agreement applicable to such Indebtedness). (e) At any time prior to the first date on which the Financial Covenants are required to be tested under Section 8.1, any provision requiring Pro Forma Compliance the pro forma compliance with Section 7.11 8.1 shall be made assuming that compliance with the Consolidated First Lien Total Net Leverage Ratio pursuant to and Interest Coverage Ratio set forth in Section 8.1 for the Reference Period ending on such Section date is required with respect to the most recent Test Reference Period prior to such time. (ef) Notwithstanding anything to In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision of this Agreement (other than the contrary in this Section 1.09Financial Covenants) which requires the calculation of any financial ratio or test, when calculating including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for purposes the avoidance of (i) the definition of “Applicable Rate,” doubt, any financial ratio set forth in Section 2.4(a)); or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Tangible Assets); in each case, at the definition option of the Borrower and, to the extent required by Section 2.4 or Section 3.16, with the consent of the requisite lenders required thereby (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11LCA Election”), the events described in this Section 1.09 that occurred subsequent to the end date of the applicable Test Period determination of whether any such action is permitted hereunder shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended deemed to be utilized together with any incurrence-based the date the definitive agreements for such Limited Condition Acquisition are entered into (the “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental AmountLCA Test Date”), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without and if, after giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable the Limited Condition Acquisition (and related the other transactions (includingto be entered into in connection therewith), the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCA Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCA Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Tangible Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the foregoing consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Indebtedness under Investment, mergers, Dispositions of assets of the Revolving Credit Facility immediately Borrower and its Restricted Subsidiaries, the prepayment, redemption, purchase, repurchase, conversion, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a pro forma basis (i) assuming such Limited Condition Acquisition and other transactions in connection therewith shall be disregarded), (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) thereafter, assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the portion use of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedproceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial 1.07; provided that when calculating any such ratio or test is to be calculated on a pro forma basis, for the reference to the “Test Period” for purposes purpose of calculating (i) such financial ratio the definition of Applicable Margin or test shall be deemed to be a reference toApplicable Percentage, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior any mandatory prepayment provision under Section 2.10(b) or (iii) actual compliance with the Financial Covenant, the events set forth in clause (b), (c) and (d) below that occurred subsequent to the initial date upon which end of the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to applicable Test Period shall not be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For purposes of calculating any financial ratio or testthe Leverage Ratio and the Senior Secured Leverage Ratio, all Specified Transactions (and the incurrence or repayment of any Indebtedness and the granting or terminating of any Liens in connection therewith) that have been made consummated (i) during the applicable period of four consecutive fiscal quarters for which such financial ratio is being determined (the “Test Period and 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 (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09Period. (c) Whenever If pro forma effect or a determination of Pro Forma Compliance 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 Financial Officer of the Borrower and includeinclude only those adjustments that (i) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (ii) are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, for (B) [reserved], (C) factually supportable and reasonably identifiable and (D) based on reasonably detailed written assumptions. For the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a all pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in consistent with, and subject to, the initial pro forma calculations of such financial ratios or tests caps and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds limits set forth in the definition applicable definitions herein. To the extent compliance with the Financial Covenant is being tested prior to the first test date under the Financial Covenant, in order to determine permissibility of Consolidated EBITDA;any action by the Borrower or its Subsidiaries, such compliance shall be tested against the applicable ratio for such first test date. (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to Borrower or any of its Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the most recent Test Period prior to such time. (e) Notwithstanding anything to calculation of the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net the Senior Secured Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the Ordinary Course of Business for purposes of (iworking capital purposes) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Leverage Ratio and/or the Senior Secured Leverage Ratio shall not be given calculated giving pro forma effecteffect 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. (fe) In If the event Borrower or one of its Subsidiaries is entering into a Limited Condition Acquisition, any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction subsequent calculation of any applicable financial ratios ratio or tests for basket with respect to the portion incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, Dispositions, Investments, the prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing, on or following the relevant date of determination and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Acquisition and other applicable transaction transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated except (solely in the case of any ratio or action basket with respect to be incurred under any incurrence-based “baskets” shall first be the making of Restricted Payments or the prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing) to the extent such calculation on a pro forma basis would result in a lower ratio or increased basket availability (as applicable) than if calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable such Limited Condition Acquisition and related the other transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedtherewith.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Asset Coverage Ratio, Consolidated Secured the Total Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Fixed Charge Coverage Ratio, shall be calculated in the manner prescribed by this Section 1.0911.5; provided that notwithstanding anything to the contrary in clause (b), (c), (d) or (e) of this Section 11.5, (A) when calculating any such ratio or test for purposes of Section 6.1 (other than for the purpose of determining Pro Forma Compliance with Section 6.1), the events described in this Section 11.5 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro Forma Basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements of the Borrower have been delivered pursuant to Section 4.1 (it being understood that for purposes of determining Pro Forma Compliance with Section 6.1, if no Test Period with an applicable level cited in Section 6.1 has passed, the applicable level shall be the level for the first Test Period cited in Section 6.1 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial ratio or are delivered concurrently therewith and test for purposes of Section 6.1 (ii) prior to other than for the initial date upon purpose of determining Pro Forma Compliance with Section 6.1), each of which shall be based on the financial statements and certificates required by delivered pursuant to Section 6.01(a4.1(a) or 6.01(b(b), as applicable, for the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017relevant Test Period. (b) For purposes of calculating any financial ratio or test, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 11.5) that have been made (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA Net Income and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)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 1.0911.5, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.0911.5. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA;[Reserved]. (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09Indebtedness has been permanently repaid and not replaced), when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) during the definition of “Applicable Rate,” applicable Test Period or (ii) the definition of “Applicable ECF Percentage” and subject to paragraph (iiia) actual (and not pro forma) compliance with Section 7.11above, the events described in this Section 1.09 that occurred 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 (including the accrual of interest with respect to such Indebtedness) or repayment of Indebtedness, in each case to the extent required, (x) with respect to any calculation of the Asset Coverage Ratio or the Total Net Leverage Ratio, as if the same had occurred on the last day of the applicable Test Period, and (y) with respect to any calculation of the Consolidated Fixed Charge Ratio, as if the same had occurred on the first day of the applicable Test Period. (e) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than Section 6.1) which is subject to a Default or an Event of Default qualifier (including any representation and warranty related thereto) or that requires the calculation of any financial ratio or test, including the Asset Coverage Ratio (and, for the avoidance of doubt, any financial ratio set forth in Section 1.12(d)(iii)); or (ii) testing availability under baskets set forth in this Agreement; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder (or any such representation, warranty, requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default (other than with respect to any Event of Default under Section 7.1(a) or (f)))) shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction (and the other transactions to be entered into in connection therewith), the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Net Income of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be given pro forma effectdeemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, or the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. (f) In 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 applicable calculation is made had been the applicable rate for the entire period (taking into account any fixed “baskets” are intended interest hedging arrangements applicable to be utilized together with such Indebtedness); provided, in the case of repayment of any incurrence-based “baskets” in a single transaction Indebtedness, to the extent actual interest related thereto was included during all or series of related transactions (including utilization any portion of the Free and Clear Incremental Amount and applicable Test Period, the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests actual interest may be used for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Test Period. Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be 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 applicable transaction or action to be incurred under any fixed “baskets” rate, shall be calculateddetermined 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.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of the Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference 14.13; provided that notwithstanding anything to the “Test Period” contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based onthe Applicable ECF Percentage of Excess Cash Flow, the most recently ended events described in this Section 14.13 that occurred subsequent to the end of the applicable Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to shall not be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For purposes of calculating any financial ratio or testthe Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)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 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 1.0914.13, then such financial ratio or test (or the calculation of Total Assets) Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.0914.13. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and includefactually supportable, for the avoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions, other operating improvements reductions and synergies projected by the Borrower in good faith that have been realized or are expected to be realized as a result within 12 months after the closing date of specified actions taken, committed to be taken or expected to be taken such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements 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 takenrelating to such Specified Transaction, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) the aggregate amount of cost savings, operating expense reductions and synergies included in such amounts are factually supportable, reasonably identifiable and based on assumptions believed by calculations for the Borrower in good faith to be reasonable at Safeway Acquisition shall not exceed $285,000,000 for the time made, (B) such actions are reasonably anticipated to be realized in 12 month period following the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA;Escrow Release Date. (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with the Consolidated First Lien Net Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating and the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio as the case may be (in each case, other than Indebtedness incurred or Consolidated Total Net Leverage Ratio repaid under any revolving credit facility in the ordinary course of business for purposes of working capital purposes), (i) during the definition of “Applicable Rate,” applicable Test Period and (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period 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 Consolidated First Lien Net Leverage Ratio shall not be given calculated giving pro forma effecteffect 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. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (fe) In Notwithstanding anything in this Agreement to the event contrary, with respect to any fixed “baskets” are intended Designated Acquisition and the incurrence of any Designated Indebtedness (including Incremental Term Loans) or Lien in connection therewith, compliance with any financial test required by this Agreement for such Designated Acquisition and such Designated Indebtedness shall be determined on the date the definitive acquisition agreement for such Designated Acquisition is entered into (and not at the time of closing of such Designated Acquisition or the incurrence of such Designated Indebtedness) and, thereafter until consummation of such Designated Acquisition or the termination of such definitive agreement relating to such Designated Acquisition, all other incurrence tests under this Agreement shall be required to be utilized together complied with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated on an actual basis without giving effect to amounts being utilized pursuant to any fixed “baskets,” but such Designated Indebtedness or Designated Acquisition and on a Pro Forma Basis after giving full pro forma effect to all applicable such Designated Acquisition and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedDesignated Indebtedness.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary Unless otherwise provided herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net First Lien Leverage Ratio, Consolidated the Net Secured Leverage Ratio, the Net Total Leverage Ratio and Consolidated EBITDA for purposes of the Consolidated First Lien Net Leverage Ratio definition of “Applicable Prepayment Percentage”, “Incremental Amount”, “Permitted Acquisition” and Sections 6.01(k), 6.01(m), 6.01(n), 6.01(w), 6.04(b), 6.04(s), 6.04(u), 6.04(v), 6.05(f), 6.06(a), 6.08(b) and 6.15 as of any date shall be calculated in based on the manner prescribed by this Section 1.09. Whenever a most recently completed period of four consecutive fiscal quarters for which financial ratio or test is to be calculated statements are available, and on a pro forma basis, the reference shall be calculated after giving effect to the “Test Period” for purposes Transactions and any acquisition or disposition of calculating (i) such financial ratio assets with a value in excess of $5,000,000, or test shall be deemed to be any incurrence, payment, refinancing, restructuring or retirement of Indebtedness, any designation of any Subsidiary as an Unrestricted Subsidiary and any re-designation of an Unrestricted Subsidiary as a reference to, and shall be based on, the most recently ended Test Period Restricted Subsidiary or any other applicable transaction for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are any calculation herein is required to be delivered, compliance shall be calculated made on a pro forma basis as of basis, in each case which occurred during the most recently completed period of four consecutive fiscal quarters ending September 30for which financial statements are available or after the end of such period but on or prior to such date, 2017. (b) For purposes as though each such transaction had occurred at the beginning of calculating any financial ratio or testsuch period, Specified Transactions that have been made including, without duplication, giving effect to (i) during all pro forma adjustments permitted or required by Article 11 of Regulation S X under the applicable Test Period Securities Act of 1933, as amended, and (ii) subsequent to such Test Period and prior to or simultaneously even if inconsistent with the event for which the calculation of any such ratio is made shall be calculated on a preceding clause (i), pro forma basis assuming adjustments for cost savings (net of continuing associated expenses) not to exceed in the aggregate for any period of four consecutive fiscal quarters an amount equal to 15% of Consolidated EBITDA for such four fiscal quarter period without giving effect to this clause (ii) and to the extent such cost savings are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such transaction; provided that all such Specified Transactions (adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrowing Agent), using, for purposes of making such calculations, the historical financial statements of Holdings and the Restricted Subsidiaries which shall be reformulated as if such transaction, and any increase or decrease in Consolidated EBITDA and other such transactions that have been consummated during the component financial definitions used therein attributable to any Specified Transaction) period, had occurred been consummated on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)such period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transactiontransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Financial Officer of the Borrower Borrowing Agent. If any Indebtedness bears a floating rate of interest and includeis 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 avoidance entire period (taking into account any Hedging Agreements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith Borrowing Agent to be realized as the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making a result of specified actions takenpro forma computation hereunder, committed to be taken or expected to be taken (calculated interest on any Indebtedness under a revolving credit facility computed on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in computed based upon the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion 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 applicable transaction or action to be incurred under any fixed “baskets” rate, shall be calculateddeemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrowing Agent may designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of the Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference 14.13; provided that notwithstanding anything to the “Test Period” contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based onthe Applicable ECF Percentage of Excess Cash Flow, the most recently ended events described in this Section 14.13 that occurred subsequent to the end of the applicable Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to shall not be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For purposes of calculating any financial ratio or testthe Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)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 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 1.0914.13, then such financial ratio or test (or the calculation of Total Assets) Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.0914.13. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and includefactually supportable, for the avoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions, other operating improvements reductions and synergies projected by the Borrower in good faith that have been realized or are expected to be realized as a result within 12 months after the closing date of specified actions taken, committed to be taken or expected to be taken such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements 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 takenrelating to such Specified Transaction, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) the aggregate amount of cost savings, operating expense reductions and synergies included in such amounts are factually supportable, reasonably identifiable and based on assumptions believed by calculations for the Borrower in good faith to be reasonable at Safeway Acquisition shall not exceed $285,000,000 for the time made, (B) such actions are reasonably anticipated to be realized in 12 month period following the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA;Escrow Release Date. (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with the Consolidated First Lien Net Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating and the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio as the case may be (in each case, other than Indebtedness incurred or Consolidated Total Net Leverage Ratio repaid under any revolving credit facility in the ordinary course of business for purposes of working capital purposes), (i) during the definition of “Applicable Rate,” applicable Test Period and (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period 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 Consolidated First Lien Net Leverage Ratio shall not be given calculated giving pro forma effecteffect 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. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (fe) In Notwithstanding anything in this Agreement to the event contrary, with respect to any fixed “baskets” are intended Designated Acquisition and the incurrence of any Designated Indebtedness (including Incremental Term Loans) or Lien in connection therewith, compliance with any financial test required by this Agreement for such Designated Acquisition and such Designated Indebtedness shall be determined on the date the definitive acquisition agreement for such Designated Acquisition is entered into (and not at the time of closing of such Designated Acquisition or the incurrence of such Designated Indebtedness) and, thereafter until consummation of such Designated Acquisition or the termination of such definitive agreement relating to such Designated Acquisition, all other incurrence tests under this Agreement shall be required to be utilized together complied with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated on an actual basis without giving effect to amounts being utilized pursuant such Designated Indebtedness or Designated Acquisition and on a Pro Forma Basis after giving effect to such Designated Acquisition and the incurrence of such Designated Xxxxxxxxxxxx.xx the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any fixed ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “baskets,” but Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving full pro forma effect to all applicable the Limited Condition Acquisition and related the other transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be disregarded)deemed to have been complied with. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) thereafterthe date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the portion use of proceeds thereof) have been consummated until such Indebtedness time as the applicable Limited Condition Acquisition has actually closed or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedthe definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net First Lien Leverage Ratio and the Consolidated First Lien Net Leverage Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference 1.02; provided that notwithstanding anything to the “Test Period” contrary in Section 1.02(b) or (c), when (i) calculating the Total Leverage Ratio for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith definition of “Applicable Margin” and (ii) prior determining actual quarterly compliance with the financial covenants pursuant to Sections 7.02(d) and (e) (and not compliance on a Pro Forma Basis for purposes of testing the permissibility of a transaction hereunder), the events described in this Section 1.02 that occurred subsequent to the initial date upon which end of the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to applicable Test Period shall not be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For purposes of calculating any financial ratio or test, Specified Transactions (with any incurrence or repayment of any Debt in connection therewith to be subject to Section 1.02(c)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.02(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBIT or Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicableAssets, the last day)) of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.02, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.02. (c) Whenever pro forma effect In the event that API or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) 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 Debt included in the initial pro forma calculations of such any financial ratios ratio or tests and during test (in each case, other than Debt incurred or repaid under any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized revolving credit facility in the good faith judgment ordinary course of the Borrower no later than 18 months after the date of such Specified Transactionbusiness for working capital purposes), (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) during the definition of “Applicable Rate,” applicable Test Period or (ii) the definition of “Applicable ECF Percentage” and (iiisubject to Section 1.02(a) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In and prior to or simultaneously with the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of for which the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction calculation of any applicable such ratio is made, then such financial ratios ratio or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” test shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (includingsuch incurrence or repayment of Debt, subject to the foregoing extent required, as if the same had occurred on the last day of the applicable Test Period. (d) At any time prior to June 30, 2015, any provision requiring the compliance with Sections 7.02(d) and (e) on a Pro Forma Basis shall be made assuming that compliance with the Total Leverage Ratio and the Interest Coverage Ratio set forth in Section 7.02(d) or (e), as applicable, for the fiscal quarter ending on June 30, 2015, is required with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedthen most recently ended Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 24 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including measurements all calculations of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio EBITDA shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated made on a pro forma basis, the reference Pro Forma Basis with respect to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial ratio or test, all Specified Transactions that have been made (i) occurring during the applicable Test Measurement Period and (ii) to which such calculation relates, and/or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). 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 end of such Test Measurement Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no but not later than 18 months after the date of such Specified Transactioncalculation; provided, (C) no amounts shall be added pursuant to this Section 1.09(c) to that, notwithstanding 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) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09foregoing, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or and/or Consolidated Total Net Leverage Ratio EBITDA for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) determining compliance with Section 7.11, any Specified Transaction and any related adjustment contemplated in the events described in this Section 1.09 definition of Pro Forma Basis that occurred subsequent to the end of the applicable Test Measurement Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together Pro Forma Effect. For purposes of determining compliance with any incurrence-based “baskets” provision of this Agreement which requires Pro Forma Compliance with any financial covenant set forth in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount)Section 7.11, (i) compliance with or satisfaction in the case of any applicable such compliance required after delivery of financial ratios or tests statements for the portion of Indebtedness or any other applicable transaction or action to fiscal quarter ending September 30, 2019, such Pro Forma Compliance shall be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject determined by reference to the foregoing maximum Consolidated Leverage Ratio and/or minimum Consolidated EBITDA, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with respect to fixed “baskets,” any incurrence and repayments of IndebtednessSection 6.01(a) and all other permitted pro forma adjustments or (except that b), or (ii) in the incurrence case of any Indebtedness under the Revolving Credit Facility immediately such compliance required prior to or the delivery referred to in connection therewith clause (i) above, such Pro Forma Compliance shall be disregarded)determined by reference to (x) the Interim Financial Statements, and (iiy) thereafterthe maximum Consolidated Leverage Ratio and/or minimum Consolidated EBITDA, incurrence of as applicable, permitted for the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedfiscal quarter ending September 30, 2019.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, Consolidated Secured First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.091.4; provided that notwithstanding anything to the contrary in Section 1.4(b), (c) or (d), when (i) calculating the Consolidated Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the definition of “ECF Percentage”, the events described in this Section 1.4 that occurred subsequent to the end of the applicable Reference Period shall not be given pro forma effect and shall be calculated at the last day of such fiscal year or fiscal quarter, as the case may be. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Reference Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or are delivered concurrently therewith and (ii) b), as applicable (or, if prior to the initial date upon which of delivery of the first financial statements and certificates required by delivered pursuant to Section 6.01(a) or 6.01(b7.1, the most recent financial statements referred to in Section 5.1), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial ratio or test, Specified the Transactions or any Significant Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.4(d)) that have been made (i) during the applicable Test Reference Period and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that the Transactions or all such Specified Transactions Significant Transactions, as applicable (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to the Transactions or any Specified Significant Transaction, as applicable) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Consolidated Total Assets or the Unrestricted Cash Amount, as applicableTangible Assets, the last day)) of the applicable Reference Period. If since the beginning of any applicable Test Reference 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 Reference Period shall have made any Specified Significant Transaction that would have required adjustment pursuant to this Section 1.091.4, then such financial ratio or test (or the calculation of Consolidated Total Tangible Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.4. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified the Transactions or any Significant Transaction, the calculations made on a pro forma calculations basis shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken the Transactions or expected to be taken any Significant Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period) ), and “run-rate” means the full recurring benefit for a period that is associated in connection with the Transactions or any action takenSignificant Transaction, committed to be taken or expected to be taken as applicable, (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Reference Period in which the effects thereof are expected to be realized relating to the Transactions or such Specified Significant Transaction, as applicable; provided that (Ai) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized and reasonably factually supportable and quantifiable in the good faith judgment of the Borrower no Borrower, (ii) such actions are to be taken within (A) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, not later than eighteen (18) months after the Closing Date, and (B) in all other cases, within 18 months after the date consummation of such Specified the Significant Transaction, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies and (Ciii) and no amounts cost savings, operating expense reductions and synergies shall be added pursuant to this Section 1.09(cclause 1.4(c) to the extent duplicative of any amounts that are expenses or charges otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) period; provided further that any amount added back in computing increase to Consolidated EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies pursuant to this Section 1.09(c1.4(c) shall be subject to the caps, baskets and thresholds limitation set forth in clause (vii) of the definition of “Consolidated EBITDA;.” (d) Any In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Reference Period or (ii) subject to Section 1.4(a) subsequent to the end of the applicable Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then 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 Reference Period. If any Indebtedness bears a floating or formula based 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 determination had been the applicable rate for the entire period (taking into account any Hedge Agreement applicable to such Indebtedness). (e) At any time prior to the first date on which the Financial Covenants are required to be tested under Section 8.1, any provision requiring Pro Forma Compliance the pro forma compliance with Section 7.11 8.1 shall be made assuming that compliance with the Consolidated First Lien Total Net Leverage Ratio pursuant to set forth in Section 8.1 for the Reference Period ending on such Section date is required with respect to the most recent Test Reference Period prior to such time. (ef) Notwithstanding anything to In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision of this Agreement (other than the contrary in this Section 1.09Financial Covenants) which requires the calculation of any financial ratio or test, when calculating including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio (and, for purposes the avoidance of (i) the definition of “Applicable Rate,” doubt, any financial ratio set forth in Section 2.4(a)); or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Tangible Assets); in each case, at the definition option of the Borrower and, to the extent required by Section 2.4 or Section 3.16, with the consent of the requisite lenders required thereby (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11LCA Election”), the events described in this Section 1.09 that occurred subsequent to the end date of the applicable Test Period determination of whether any such action is permitted hereunder shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended deemed to be utilized together with any incurrence-based the date the definitive agreements for such Limited Condition Acquisition are entered into (the “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental AmountLCA Test Date”), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without and if, after giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable the Limited Condition Acquisition (and related the other transactions (includingto be entered into in connection therewith), the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCA Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCA Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Tangible Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the foregoing consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Indebtedness under Investment, mergers, Dispositions of assets of the Revolving Credit Facility immediately Borrower and its Restricted Subsidiaries, the prepayment, redemption, purchase, repurchase, conversion, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a pro forma basis (i) assuming such Limited Condition Acquisition and other transactions in connection therewith shall be disregarded), (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) thereafter, assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the portion use of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedproceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio and compliance with covenants determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 1.091.08; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.08, (A) when calculating any such ratio or test for purposes of (i) the definition of “Applicable ECF Percentage” and (ii) Section 6.08 (other than for the purpose of determining Pro Forma Compliance with Section 6.08), 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 and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, Cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro Forma Basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Administrative Agent pursuant to Section 6.01(a5.01(b) or 6.01(b(c), as applicable, for the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017relevant Test Period. (b) For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets, any Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.08) that have been made consummated (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA Adjusted EBITDA, 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 (or, in the case of the determination of Consolidated Total Assets or the Unrestricted Cash AmountAssets, as applicable, on the last dayday 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 1.091.08, then such financial ratio or test (or the calculation of Consolidated Total AssetsAssets ) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.08. (c) Whenever pro forma effect or a determination of Pro Forma Compliance 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 an Authorized Officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of 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 initiatives and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with resulting from or relating to any action taken, committed to be taken or expected to be taken Specified Transaction (including any savings expected to result from the elimination Transactions), in a manner permitted under and without duplication with clause (i)(r) of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated Adjusted EBITDA;. (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility (for ordinary course working capital draws and repayments) unless such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09Indebtedness has been permanently repaid and not replaced), when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) during the definition of “Applicable Rate,” applicable Test Period or (ii) the definition of “Applicable ECF Percentage” and subject to clause (iiia) actual (and not pro forma) compliance with Section 7.11above, the events described in this Section 1.09 that occurred 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 not be given calculated giving Pro Forma Effect to such incurrence or repayment of Indebtedness, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) It is hereby agreed that (x) for purposes of determining pro forma effectcompliance prior to the Fiscal Quarter ended March 31, 2017, the applicable covenant level for determining such pro forma compliance shall be the covenant level used for March 31, 2017 and (y) to the extent any determination of a covenant or ratio prior to the date on which financial statements have been delivered for the Fiscal Year ending December 31, 2016 pursuant to Section 5.01(c), any such calculation or determination shall be based on the most recent Historical Financial Statements. (f) In the event any fixed “baskets” are intended to be utilized together connection with any incurrence-based “baskets” action being taken in connection with a single transaction Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenant) which requires the calculation of any financial ratio or series of related transactions test, including the First Lien Net Leverage Ratio and the Total Net Leverage Ratio; or (ii) testing availability under baskets set forth in this Agreement (including utilization baskets determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets and baskets subject to Default and Event of Default conditions); in each case, at the Free and Clear Incremental Amount and option of Borrower (Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the Incurrence-Based Incremental Amountdate of determination of whether any such action is permitted hereunder (or any requirement, representation or warranty or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default (other than with respect to a condition that no Event of Default under Section 8.01(a), (if) or (g) has occurred and is continuing which shall be tested on the date of the consummation of such Limited Condition Transaction))) shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction (and the other transactions to be entered into in connection therewith), 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 satisfaction basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied). For the avoidance of doubt, if Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets of Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any applicable financial ratios ratio, test or tests for basket availability with respect to the portion incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of Restricted Debt Payments, the making of any Investment, mergers, the conveyance, lease or other applicable transaction transfer of all or action substantially all of the assets of any Restricted Subsidiary, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (x) the date on which such Limited Condition Transaction is consummated or (y) the date that the definitive agreement 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 incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and related other transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) thereafter, assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the portion use of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedproceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis1.04; provided that, the reference notwithstanding anything to the “Test Period” contrary in clause (b), (c) or (d) of this Section 1.04, when calculating the First Lien Net Leverage Ratio for purposes of calculating (i) such financial ratio or test shall be deemed the Applicable Excess Cash Flow Percentage the events described in this Section 1.04 that occurred subsequent to be a reference to, and shall be based on, the most recently ended end of the applicable Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to shall not be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For purposes of calculating any financial ratio or testthe First Lien Net Leverage Ratio and the Total Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)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 Lead 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 1.091.04, then such financial ratio or test (or the calculation of First Lien Net Leverage Ratio and the Total Assets) Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.04. (c) Whenever pro forma effect or a determination of Pro Forma Compliance 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 Responsible Officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Lead Borrower in good faith to be realized as a result accordance with the terms 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 such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA;Agreement. (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with the Consolidated Lead Borrower or any Restricted Subsidiary of the Lead Borrower incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the First Lien Net Leverage Ratio pursuant to such Section is required with respect to and the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio as the case may be (in each case, other than Indebtedness incurred or Consolidated Total Net Leverage Ratio repaid under any revolving credit facility in the ordinary course of business for purposes of working capital purposes), (i) during the definition of “Applicable Rate,” applicable Test Period and (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the First Lien Net Leverage Ratio and the Total Net Leverage Ratio shall not be given calculated giving pro forma effecteffect 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. (fe) In Notwithstanding anything in this Agreement to the event contrary, with respect to any fixed “baskets” are intended Designated Acquisition and the incurrence of any Designated Indebtedness (including Incremental Term Loans or New Term Loans) or Lien in connection therewith, compliance with any financial test required by this Agreement for such Designated Acquisition and such Designated Indebtedness shall be determined on the date the definitive acquisition agreement for such Designated Acquisition is entered into (and not at the time of closing of such Designated Acquisition or the incurrence of such Designated Indebtedness) and, thereafter until consummation of such Designated Acquisition or the termination of such definitive agreement relating to such Designated Acquisition, all other incurrence tests under this Agreement shall be required to be utilized together complied with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated on an actual basis without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full such Designated Indebtedness or Designated Acquisition and on a pro forma basis after giving effect to all applicable such Designated Acquisition and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedDesignated Indebtedness.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total First Lien Net Leverage Ratio, Consolidated the Secured Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio, and compliance with covenants determined by reference to Consolidated First Lien Net Leverage Ratio EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.06; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.06, (A) when calculating any such ratio or test for purposes of (i) the definition of “Applicable Rate”, and (ii) Section 6.12 (other than for the purpose of determining Pro Forma Compliance with Section 6.12), the events described in this Section 1.06 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect and cash and Permitted Investments included on the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro Forma Basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements have been delivered or of Holdings are delivered concurrently therewith and available (iias determined in good faith by the Borrower) prior to (it being understood that for purposes of determining Pro Forma Compliance with Section 6.12, if no Test Period with an applicable level cited in Section 6.12 has passed, the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance applicable level shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017level for the first Test Period cited in Section 6.12 with an indicated level). (b) For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Consolidated EBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.06) that (i) have been made (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, have been made subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash AmountAssets, as applicable, on the last dayday 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 Holdings or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.06, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.06. (c) Whenever pro forma effect or a determination of Pro Forma Compliance Effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and, in the case of any “Test Period” determined by reference to internal financial statements of Holdings (as opposed to the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)), as set forth in a certificate of a responsible financial or accounting officer of the Borrower (with supporting calculations), and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions takenresulting from or relating to, 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 such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken Specified Transaction (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(cTransactions) 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) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in permitted by the definition of “Consolidated EBITDA;.” (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with Holdings or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid (other than Indebtedness incurred or repaid (other than any repayment from the Consolidated First Lien Net Leverage Ratio pursuant to proceeds of other Indebtedness) under any revolving credit facility unless such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (Indebtedness has been permanently repaid and not pro formareplaced)) compliance with Section 7.11, the events described in this Section 1.09 that occurred 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 not be given pro forma effectcalculated giving Pro Forma Effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (fe) In the event As relates to any fixed “baskets” are intended to be utilized together action being taken solely in connection with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount)Limited Condition Transaction, for purposes of: (i) determining compliance with or satisfaction any provision of this Agreement (other than the Financial Covenant) which requires the calculation of any financial ratio or test, including the First Lien Net Leverage Ratio, Secured Net Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio, or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Total Assets), in each case, at the option of the Borrower (the Borrower’s election to exercise such 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 (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction (and the other transactions to be entered into in connection therewith, including any incurrence of Indebtedness and the use of proceeds thereof, as if they had occurred on the first day of the most recent Test Period ending prior to the LCT Test Date (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last day of such Test Period)), the Borrower would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with; provided that if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable financial LCT Test Date. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or tests for basket availability with respect to the portion incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other applicable transaction transfer of all or action substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and related other transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) thereafter, assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the portion use of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedproceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Cash Interest Coverage Ratio and the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the compliance with covenants determined by reference to Consolidated First Lien Net Leverage Ratio EBITDA or Total Assets, shall be calculated (whether or not the applicable provision references that such calculation is to be done on a “Pro Forma Basis” or giving “Pro Forma Effect” or any other similar phrase) in the manner prescribed by this Section 1.09. Whenever a financial 1.07; provided that notwithstanding anything to the contrary herein, when calculating (A) any such ratio for the purpose of the definition of Applicable Percentage, any mandatory prepayment provision hereunder or compliance with Section 8.11, the events set forth in Sections 1.07(b), 1.07(c), 1.07(d) and 1.07(e) below that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect and (B) any such ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017.Indebtedness 64 1010279941v18 (b) For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Consolidated EBITDA or Total Assets, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made consummated (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made made, in either case, shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, or in the case of the determination of Total Assets or the Unrestricted Cash AmountAssets, as applicable, on the last dayday 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 1.091.07, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. 1.07. (c) Whenever pro forma effect or a determination of Pro Forma Compliance 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, other operating improvements reductions and synergies projected by the Borrower in good faith resulting from or relating to any Specified Transaction which is being given pro forma effect that have been realized or are expected to be realized as a result of specified and for which the actions necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements reductions and synergies were realized during the entirety of such period) period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA;65 1010279941v18 (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with 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 First Lien Cash Interest Coverage Ratio, the Consolidated Total Net Leverage Ratio pursuant or any other financial ratio or test subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made, then the Consolidated Cash Interest Coverage Ratio, the Consolidated Total Net Leverage Ratio or other financial ratio or test, as applicable, shall be calculated giving pro forma effect to such Section is required with respect incurrence or repayment of Indebtedness, to the most recent extent required, as if the same had occurred on the last day of the applicable Test Period prior to (except in the case of the Consolidated Cash Interest Coverage Ratio or other similar interest or fixed charge test or ratio, in which case such timeincurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment will be given effect as if the same had occurred on the first day of the applicable Test Period); provided that Indebtedness incurred, repaid or prepaid under any revolving credit facility shall be excluded from the application of this clause (d) unless such incurrence, repayment or prepayment (a) shall be in connection, or substantially concurrent, with a Specified Transaction or (b) in the case of a repayment or prepayment, such Indebtedness has been permanently repaid and not replaced. (e) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of any Section in Article VIII of this Agreement (which, for purposes of Section 1.098.03 of this Agreement, when calculating shall be deemed to include Section 2.18 through Section 2.20 of this Agreement) that does not require compliance with a financial ratio or test (including, without limitation, the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio and/or the Consolidated Cash Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”, including, for purposes the avoidance of doubt, any grower component based on Consolidated EBITDA) substantially concurrently with any amounts incurred or transactions, in each case, entered into (ior consummated) in reliance on a provision of such Section of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the definition “Incurrence-Based Amounts”), it is understood and agreed that (x) any Fixed Amount (and any cash proceeds thereof) shall be disregarded in the calculation of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence and (iiiy) actual (and not pro forma) compliance with Section 7.11thereafter, the events described in this Section 1.09 that occurred subsequent to the end incurrence of the applicable Test Period shall not be given pro forma effect.portion of any 66 1010279941v18 (f) In the event any fixed “baskets” are intended to be utilized together connection with any incurrence-based “baskets” action being taken solely in connection with a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount)Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenants) which is subject to a default or satisfaction event of default qualifier (including any representation and warranty related thereto) or which requires the calculation of any applicable financial ratio or test, including the Consolidated Total Net Leverage Ratio and Consolidated Cash Interest Coverage Ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA, Total Assets and baskets subject to Default and Event of Default conditions); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder (or any such representation, warranty, requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default) shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (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 or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related representations, warranties, requirements and conditions), such ratio, test or basket (and any related representations, warranties, requirements and conditions) shall be deemed to have been complied with (or satisfied). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests, baskets or requirements or conditions for which compliance was determined or tested as of the LCT Test Date are exceeded (or not satisfied) as a result of fluctuations in any such ratio, test or basket (or due to other intervening events in the case of other requirements or conditions), including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests, ratios or tests requirements or conditions will not be deemed to have been exceeded (or not satisfied) as a result of such fluctuations (or intervening events). If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the portion incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment permitted hereunder, mergers, the conveyance, lease or other applicable transaction transfer of all or action substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (a “Subsequent Transaction”) following the relevant LCT Test Date and prior to be incurred under the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or 67 1010279941v18 (g) If any incurrence-based “baskets” Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall first be calculated without giving as if the rate in effect on the date of the event for which the calculation of the Consolidated Cash Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to amounts being utilized pursuant to such Indebtedness); provided that, in the case of repayment of any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (includingIndebtedness, subject to the foregoing with respect to fixed “baskets,” extent actual interest related thereto was included during all or any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence 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 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 applicable transaction or action to be incurred under any fixed “baskets” rate, shall be calculateddetermined 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.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests Consolidated EBITDA (including measurements of Total Assets or Consolidated EBITDAthe component financial definitions used therein), including the Consolidated Total Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio and the Consolidated First Lien Net Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference 1.08; provided that notwithstanding anything to the “Test Period” contrary in clauses (b), (c) or (d) of this Section 1.08, when calculating Consolidated EBITDA and the Net Senior Secured Leverage Ratio for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, the definitions of “Applicable Rate” and shall be based on“Prepayment Event” and for purposes of Section 6.12, the most recently ended events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period for which shall not be given pro forma effect. (b) Consolidated EBITDA (including the component financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(bdefinitions used therein), as the case may be, Net Senior Secured Leverage Ratio and Section 6.02(a) are required to be delivered, compliance the Net Total Leverage Ratio shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial ratio or test, assuming that all Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and 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 (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)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 1.091.08, then such financial ratio or test (or Consolidated EBITDA, the calculation of Net Senior Secured Leverage Ratio and the Net Total Assets) Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.08. (c) Whenever pro forma effect or a determination of Pro Forma Compliance 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, other operating improvements and synergies savings projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or reasonably expected to be taken (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies savings had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such relevant period) and “run-rate” means the full recurring benefit for a period that is associated with any action takenrelating to such Specified Transaction, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) the amounts of such amounts cost savings are factually supportable, reasonably identifiable and based on assumptions believed by quantifiable in the Borrower in good faith to be reasonable at judgment of the time madeBorrower, (B) such actions are reasonably anticipated taken, committed to be realized in the good faith judgment of the Borrower taken or reasonably expected to be taken no later than 18 twelve (12) months after the date of such Specified Transaction, Transaction and (C) no amounts the amount of such cost savings shall not be added more than 20% of the Consolidated EBITDA for any Test Period (calculated after giving effect to any adjustment pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA;1.08). (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that To the extent compliance with the Consolidated First Lien Net Leverage Ratio pursuant covenant set forth in Section 6.12 is being calculated as of a date that is prior to the first test date under such Section is required with respect 6.12 or after the final test date under Section 6.12 in order to determine the most recent Test Period prior to such time. (e) Notwithstanding anything to permissibility of an action by the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness Borrower or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (includingof its Restricted Subsidiaries, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith such compliance shall be disregarded)tested for such purpose against the levels set forth opposite the first test date or the final test date, and (ii) thereafteras applicable, incurrence of the portion of in such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedSection 6.12.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA and any financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, Consolidated Secured the Total Net First Lien Leverage Ratio and the Consolidated First Lien Total Net Senior Secured Leverage Ratio Ratio, shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference 1.08; provided that notwithstanding anything to the “Test Period” contrary in clauses (b), (c) or (d) of this Section 1.08, when calculating the Total Net First Lien Leverage Ratio for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference toSection 2.05(b)(i), and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior the definition of “Applicable Rate”, or (iii) determining actual compliance (and not pro forma compliance, compliance on a Pro Forma Basis or determining compliance giving Pro Forma Effect to a transaction) with Section 7.11, the events described in this Section 1.08 that occurred subsequent to the initial date upon which end of the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to applicable Test Period shall not be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For purposes of calculating Consolidated EBITDA and any financial ratio ratios or testtests, including the Total Net Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made (i) during the applicable Test Period and or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Consolidated EBITDA or any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)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 1.091.08, then such financial ratio or test (or the calculation of Total Assets) Net Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio and Consolidated EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.08. (c) Whenever pro forma effect or a determination of Pro Forma Compliance 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 Responsible Officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-run rate” cost savings, operating expense reductions, other operating improvements 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, operating improvements 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, operating improvements restructuring charges and expenses and synergies were realized during the entirety of such period) relating to such Specified Transaction, and “run-run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) ), net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Specified Transaction is given pro forma effect) and during any applicable subsequent Test Period in which the effects thereof are expected to be realized taken or realized) relating to such Specified Transactionspecified action; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by factually supportable (in the Borrower in good faith to be reasonable at determination of the time madeBorrower), (B) such actions are reasonably anticipated taken, committed to be realized in the good faith judgment of the Borrower taken or expected to be taken no later than 18 eighteen (18) months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(cclause (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) any no amount shall be added back in computing Consolidated EBITDA pursuant respect of this clause (C), as it relates to this Section 1.09(cadjustments of the type permitted under clause (b)(xi) shall be subject to the caps, baskets and thresholds set forth in of the definition of Consolidated EBITDA;, in excess of (and shall be aggregated with) the cap on such amounts set forth therein) and (D) it is understood and agreed that, subject to compliance with the other provisions of this Section 1.08(c), amounts to be included in pro forma calculations pursuant to this Section 1.08(c) may be included in Test Periods in which the Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to Section 1.08(b). (d) Any provision requiring Pro Forma Compliance In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Net Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio, as the case may be (in each case, other than the net change in Indebtedness under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with Section 7.11 the event for which the calculation of any such ratio is made, then the Total Net Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant calculated giving pro forma effect to such Section is required with respect incurrence or repayment of Indebtedness, to the most recent extent required, as if the same had occurred on the last day of the applicable Test Period prior 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 timeIndebtedness). 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. (e) Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis), to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 1.097.11 hereof, when calculating the Consolidated any Total Net First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated test, any Total Net Leverage Ratio for purposes test, any Total Net Senior Secured Leverage Ratio test) and/or any cap expressed as a percentage of (i) the definition of “Applicable Rate,” Consolidated EBITDA or (ii) the definition absence of “Applicable ECF Percentage” and a Default or Event of Default (iiior any type of Default or Event of Default) actual as a condition to the consummation of any Limited Conditionality Transaction (and not pro forma) compliance with Section 7.11any transaction relating thereto, including the incurrence or repayment of Indebtedness and the making of Restricted Payments), the events described determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such Limited Conditionality Transaction or (y) the consummation of such Limited Conditionality Transaction, in this Section 1.09 that occurred subsequent each case, after giving effect to the end relevant Limited Conditionality Transaction (and any transaction relating thereto) on a Pro Forma Basis; provided that such pro forma effect shall be deemed to continue at all times thereafter for purposes of determining ratio-based conditions and baskets (including baskets that are determined on the basis of Consolidated EBITDA of the applicable Test Period shall not be given pro forma effectBorrower and the Restricted Subsidiaries) until such Limited Condition Transaction is consummated or such definitive agreement is terminated. (f) In On and after the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full date pro forma effect is to all applicable be given to a Permitted Acquisition and related transactions (includingon which the Borrower or any Restricted Subsidiary is incurring or deemed to be incurring Indebtedness, subject which Permitted Acquisition has yet to the foregoing with respect to fixed “baskets,” any incurrence be consummated but for which a definitive agreement governing such Permitted Acquisition has been executed and repayments of Indebtedness) and all other permitted remains in effect, such pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith effect shall be disregarded), deemed to continue at all times thereafter for purposes of determining ratio-based conditions and baskets (ii) thereafter, incurrence including baskets that are determined on the basis of Consolidated EBITDA of the portion of Borrower and the Restricted Subsidiaries) until such Indebtedness Permitted Acquisition is consummated or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedsuch definitive agreement is terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial ratio or testthe Consolidated Interest Coverage Ratio and the Consolidated Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (iA) during the applicable Test Period and period in respect of which such calculations are required to be made or (iiB) in the case of a pro forma calculation required by this Agreement, subsequent to such Test Period period and prior to or simultaneously with the event for which the calculation of any such ratio is made on a pro forma basis (solely with respect to determining pro forma compliance for such event, and not for other purposes (including pricing) shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein in either of the foregoing attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, period in the case respect of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)which such calculations are required to be made. If since the beginning of any applicable Test Period period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower Company or any of its Restricted Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.03(d), then such financial ratio or test (or the calculation of Total Assets) Consolidated Interest Coverage Ratio and the Consolidated Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.03(d). (cii) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible Responsible Officer and in a manner reasonably acceptable to the Administrative Agent, subject, in the case of any Permitted Acquisition, to the Administrative Agent’s receipt of (x) the most recent financial statements with respect to the acquired Person or accounting officer business prepared by such acquired Person or the seller thereof and (y) to the extent available, the most recent audited and interim unaudited financial statements with respect to the acquired Person. (iii) If at any time the Company has made an election with respect to any Limited Condition Acquisition to test a financial ratio test or condition at the time of the Borrower execution and includedelivery of the purchase agreement related to such Limited Condition Acquisition, then in connection with any subsequent calculation of any financial covenant for any purpose under this Agreement (including any basket, measurement, or for purposes of Section 7.11) following the avoidance relevant date of doubtexecution of the definitive agreement with respect to such Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith any such financial covenant shall be required to be realized as a result of specified actions taken, committed to be taken or expected to be taken satisfied both (calculated x) on a pro forma basis as though assuming such cost savings, operating expense reductions, operating improvements Limited Condition Acquisition and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken other transactions in connection therewith (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 incurrence or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments assumption of Indebtedness) have been consummated and all (y) assuming such Limited Condition Acquisition and other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or transactions in connection therewith shall be disregarded), and (iiincluding the incurrence or assumption of Indebtedness) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedhave not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA and any financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Secured Leverage Ratio and Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference 1.08; provided that notwithstanding anything to the “Test Period” for purposes contrary in clauses (b), (c) or (d) of this Section 1.08, when calculating (i) such financial ratio the Total Net Leverage Ratio for purposes of Section 2.05(b)(i) or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior the Total Net Leverage Ratio and the Total Net Secured Leverage Ratio for purposes of determining actual compliance (and not pro forma compliance, compliance on a Pro Forma Basis or determining compliance giving Pro Forma Effect to a transaction) with Section 7.10, the events described in this Section 1.08 that occurred subsequent to the initial date upon which end of the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to applicable Test Period shall not be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For purposes of calculating Consolidated EBITDA and any financial ratio ratios or testtests, including the Total Net Leverage Ratio and the Total Net Secured Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made (i) during the applicable Test Period and or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Consolidated EBITDA or any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Holdings, the Borrower or any of its their Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.08, then such financial ratio or test (or the calculation of Total Assets) Net Leverage Ratio, Total Net Secured Leverage Ratio and Consolidated EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.08. (c) Whenever pro forma effect or a determination of Pro Forma Compliance 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 Responsible Officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-run rate” cost savings, operating expense reductions, other operating improvements reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, and “run-run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) ), net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by factually supportable (in the Borrower in good faith to be reasonable at determination of the time madeBorrower), (B) such actions are reasonably anticipated taken, committed to be realized in the good faith judgment of the Borrower no later than 18 taken or expected to be taken within twelve (12) months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(cclause (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 period, (D) any amount such “run rate” costs savings, operating expense reductions and synergies added back pursuant to this Section 1.08(c) in computing any Test Period shall, when aggregated with the amount of any add-back to Consolidated EBITDA pursuant to this Section 1.09(cclauses (a)(v), (a)(x) shall be subject to the caps, baskets and thresholds set forth in (a)(xi) of the definition of the term “Consolidated EBITDA;” for such period, in each case, solely to the extent such items are not otherwise permitted to be reflected on pro forma financial statements prepared in compliance with Regulation S-X, not exceed an aggregate amount equal to 20% of Consolidated EBITDA, calculated after giving effect thereto, for such Test Period determined on a Pro Forma Basis, and (E) it is understood and agreed that, subject to compliance with the other provisions of this Section 1.08(c), amounts to be included in pro forma calculations pursuant to this Section 1.08(c) may be included in Test Periods in which the Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to Section 1.08(b). (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with Holdings, the Consolidated First Lien Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Net Secured Leverage Ratio pursuant to such Section is required with respect to and the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio as the case may be (in each case, other than Indebtedness incurred or Consolidated Total Net Leverage Ratio repaid under any revolving credit facility in the ordinary course of business for purposes of working capital purposes), (i) during the definition of “Applicable Rate,” applicable Test Period or (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Net Secured Leverage Ratio and the Total Net Leverage Ratio, as applicable, shall not 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. 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 or IFRS, as applicable. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency Rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate. (fe) In the event any fixed “baskets” are intended to be utilized together connection with any incurrence-based “baskets” action being taken in connection with a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount)Limited Condition Transaction, for purposes of: (i) determining compliance with or satisfaction any provision of this Agreement which requires the calculation of any applicable financial ratios ratio or tests test, including the Total Net Secured Leverage Ratio and the Total Net Leverage Ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the portion of Indebtedness “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction, the Borrower or any other applicable of the Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA, at or prior to the consummation of the relevant transaction or action action, such baskets, tests or ratios will not be deemed to have failed to have been satisfied as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any event or transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving Pro Forma Effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio, test or basket shall be required to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and related other transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedhave been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including measurements all calculations of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio (including for purposes of determining the Applicable Rate) and the Consolidated First Lien Net Leverage Ratio Fixed Charge Coverage Ratio, in each case, shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated made on a pro forma basis, the reference Pro Forma Basis with respect to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial ratio or test, all Specified Transactions that have been made (i) occurring during the applicable Test Measurement Period and (ii) to which such calculation relates, and/or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). 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 end of such Test Measurement Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no but not later than 18 months after the date of such Specified Transactioncalculation; provided, (C) no amounts shall be added pursuant to this Section 1.09(c) to that, notwithstanding 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) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09foregoing, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Total Leverage Ratio or the Consolidated Total Net Leverage Ratio Fixed Charge Coverage Ratio, in each case, for purposes of determining (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, and/or (ii) the events described Applicable Rate, any Specified Transaction and any related adjustment contemplated in this Section 1.09 the definition of Pro Forma Basis that occurred subsequent to the end of the applicable Test Measurement Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together Pro Forma Effect. For purposes of determining compliance with any incurrence-based “baskets” provision of this Agreement which requires Pro Forma Compliance with any financial covenant set forth in a single transaction or series Section 7.11, (A) in the case of related transactions (including utilization any such compliance required after delivery of financial statements for the fiscal quarter ending September 30, 2019, such Pro Forma Compliance shall be determined by reference to the maximum Consolidated Total Leverage Ratio and/or the minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter of the Free and Clear Incremental Amount and the Incurrence-Based Incremental AmountCompany most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01(a) or Section 6.01(b), as applicable, or (iB) compliance with or satisfaction in the case of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject such compliance required prior to the foregoing with respect delivery referred to fixed “baskets,” any incurrence and repayments of Indebtednessin clause (A) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith above, such Pro Forma Compliance shall be disregarded)determined by reference to (1) the Interim Financial Statements, and (ii2) thereafterthe maximum Consolidated Total Leverage Ratio and/or the minimum Consolidated Fixed Charge Coverage Ratio, incurrence of as applicable, permitted for the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedfiscal quarter ending September 30, 2019.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial 1.07; provided that when calculating any such ratio or test is to be calculated on a pro forma basis, for the reference to the “Test Period” for purposes purpose of calculating (i) such financial ratio the definition of Applicable Margin or test shall be deemed to be a reference toApplicable Percentage, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior any mandatory prepayment provision under Section 2.10(b) or (iii) actual compliance with the Financial Covenant, the events set forth in clause (b), (c) and (d) below that occurred subsequent to the initial date upon which end of the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to applicable Test Period shall not be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For purposes of calculating any financial ratio or testthe Leverage Ratio and the Senior Secured Leverage Ratio, all Specified Transactions (and the incurrence or repayment of any Indebtedness and the granting or terminating of any Liens in connection therewith) that have been made consummated (i) during the applicable period of four consecutive fiscal quarters for which such financial ratio is being determined (the “Test Period and 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 (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09Period. (c) Whenever If pro forma effect or a determination of Pro Forma Compliance 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 Financial Officer of the Borrower and includeinclude 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 a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (ii) are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, for (B) expected to have a continuing impact on the Borrower and its Subsidiaries, (C) factually supportable and reasonably identifiable and (D) based on reasonably detailed written assumptions. For the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a all pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in consistent with, and subject to, the initial pro forma calculations of such financial ratios or tests caps and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds limits set forth in the definition applicable definitions herein. To the extent compliance with the Financial Covenant is being tested prior to the first test date under the Financial Covenant, in order to determine permissibility of Consolidated EBITDA;any action by the Borrower or its Subsidiaries, such compliance shall be tested against the applicable ratio for such first test date. (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to Borrower or any of its Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the most recent Test Period prior to such time. (e) Notwithstanding anything to calculation of the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net the Senior Secured Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the Ordinary Course of Business for purposes of (iworking capital purposes) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In and prior to or simultaneously with the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of for which the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction calculation of any applicable financial ratios or tests for such ratio is made, then the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” Leverage Ratio and/or the Senior Secured Leverage Ratio shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (includingsuch incurrence or repayment of Indebtedness, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that extent required, as if the incurrence of any Indebtedness under same had occurred on the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence last day of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedTest Period.

Pro Forma Calculations. (a) Notwithstanding anything For purposes of determining whether any action is otherwise permitted to be taken hereunder, each of the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Guaranteed Net Leverage Ratio, Consolidated the Senior Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in as follows: (a) In the manner prescribed by this Section 1.09. Whenever a financial ratio event that the Borrower or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating any Restricted Subsidiary (i) such financial ratio incurs, redeems, retires or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered extinguishes any Indebtedness or are delivered concurrently therewith and (ii) prior issues or redeems Disqualified Stock or Preferred Stock subsequent to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as commencement of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial for which such ratio or test, Specified Transactions that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made (a “Ratio Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or 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 the Borrower or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all -(65-) such Specified Transactions (Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) other operational changes had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)four-quarter reference period. If since the beginning of any applicable Test Period such period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated merged with or into the 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 Section 1.09definition, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give giving pro forma effect thereto in accordance with this Section 1.09for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period. (c) Whenever For purposes of this Section 1.09, whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transactionany Investment, Acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower and includeas set forth in an Officer’s Certificate, for the avoidance of doubt, the amount of “run-rate” cost savings, to reflect (i) operating expense reductions, reductions and other operating improvements and or synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or reasonably expected to be taken realizable from any acquisition, disposition, amalgamation, merger or operational change (calculated on a pro forma basis as though such cost savingsincluding, operating expense reductionsto the extent applicable, operating improvements and synergies had been realized on from the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such periodTransactions) and (ii) all adjustments of the nature used in connection with the calculation of “run-rateEBITDA” means as set forth in footnote (3) to the full recurring benefit “Summary Historical and Pro Forma Financial Data” under “Offering Circular Summary” in the offering circular for a period that is associated with any action takenthe New Senior Notes to the extent such adjustments, committed without duplication, continue to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating applicable to such Specified Transactionfour-quarter period; provided that (A) such amounts operating expense reductions and other operating improvements or synergies are factually supportable, reasonably identifiable and based on assumptions believed by factually supportable and otherwise comply with the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds limitations set forth in the definition of Consolidated “EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time”. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Debt Ratio and the Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is 11.7; provided that, notwithstanding anything to be calculated the contrary in this Section 11.7, when calculating the Fixed Charge Coverage Ratio for purposes of determining actual compliance (and not compliance on a pro forma basis) with Section 6.1, the reference events described in this Section 11.7 that occurred subsequent to the “Test Period” for purposes end of calculating (i) such financial ratio or test the applicable period shall not be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For purposes of calculating the Consolidated Secured Debt Ratio and the Fixed Charge Coverage Ratio, any financial ratio Permitted Acquisition or test, Specified Transactions Disposition (each a “Subject Transaction”) (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and testing period or (ii) subsequent to such Test Period testing period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Subject Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Subject Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)testing period. If since the beginning of any applicable Test Period testing period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower a Credit Party or any of its their Restricted Subsidiaries since the beginning of such Test Period testing period shall have made any Specified Subject Transaction that would have required adjustment pursuant to this Section 1.0911.7, then such financial ratio or test (or the calculation of Total Assets) Consolidated Secured Debt Ratio and the Fixed Charge Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.0911.7. (c) In the event that any Credit Party or any of their Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Secured Debt Ratio and the Fixed Charge Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable testing period or (ii) subsequent to the end of the applicable testing period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Secured Debt 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 last day of the applicable testing period. (d) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Subject Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected pro forma adjustments (solely 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 extent that such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this 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, made consistent with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; EBITDA and (dB) Any provision requiring Pro Forma Compliance (x) are of the type that would be permitted pursuant to Article XI of Regulation S-X under the Securities Act of 1933 (as amended) and as interpreted by the staff of the Securities and Exchange Commission or (y) are reasonably consistent with Section 7.11 the purposes of such Regulation S-X as determined in good faith by Axiall and reasonably acceptable to Administrative Agent)) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Axiall and its Subsidiaries which shall be made reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end Indebtedness bears interest during any portion of the applicable Test Period shall not be given pro forma effect. (f) In measurement period prior to the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization relevant acquisition at the weighted average of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amountinterest rates applicable to outstanding Loans incurred during such period), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, the Consolidated Secured First Lien Net Leverage Ratio and the Consolidated First Lien Secured Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, (i) the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01(a) or are delivered concurrently therewith (b) and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 20172015. (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicableAssets, the last day). 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 a Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower Representative and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements savings and synergies projected by the Borrower Representative in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements savings and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements savings and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable identifiable, quantifiable, attributable to the transaction and based on assumptions believed by the Borrower Representative in good faith to be reasonable at the time mademade and supported by an officer’s certificate delivered to the Administrative Agent, and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period as if such cost savings 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, (B) such actions are reasonably anticipated taken or expected to be realized in the good faith judgment of the Borrower taken no later than 18 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any the aggregate amount of cost savings and synergies added back in computing Consolidated EBITDA pursuant to this Section 1.09(cclause (c) shall be subject not exceed (i) 10% of Consolidated EBITDA for such Test Period (giving pro forma effect to the capsrelevant Specified Transaction (but not to any cost savings or synergies)) and (ii) when aggregated with the aggregate amount for all cash items added pursuant to clauses (a)(iv)(B), baskets (a)(vi), (a)(vii) and thresholds set forth in (a)(ix) of the definition of “Consolidated EBITDA;,” 15% 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) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09herein, when calculating the Consolidated First Lien Net Leverage Ratio, Ratio or the Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio Ratio, as applicable, on a Pro Forma Basis for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental AmountSections 2.14(d)(iii)(B), (i7.03(r)(i)(B) compliance with or satisfaction of 7.03(r)(ii)(B), any applicable financial ratios or tests for the portion of Indebtedness or that is incurred substantially contemporaneously therewith under any other applicable transaction provision of Section 2.14 or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith Section 7.03 shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.09, when calculating the Total Leverage Ratio for purposes of determining actual compliance (as opposed to determining pro forma compliance, compliance on a Pro Forma Basis or compliance giving Pro Forma Effect to a transaction for purposes of another provision) with the financial covenant tests in Section 7.10, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. Whenever a financial ratio or test is to be calculated on a pro forma basisbasis or giving pro forma effect to a transaction and any related incurrence(s) of Indebtedness, the reference to the “Test Period” for purposes purpose of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial relevant date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017determination. (b) For purposes of calculating any financial ratio or test, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection with therewith) that have been made (i) during the applicable Test Period and 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 (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicableAssets, the last day). 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 Parent or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower Parent and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating improvements, operating expense reductions, reductions and other operating improvements similar initiatives and synergies projected by the Borrower Parent in good faith to be realized as a result from actions that have been taken (including prior to completion of specified actions taken, committed any Specified Transactions or such events or initiatives) or with respect to be which substantial steps have been taken or are expected to be taken (in the good faith determination of the Parent) within 24 months after such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductionsimprovements, operating improvements expense reductions and other similar initiatives and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductionsimprovements, operating improvements expense reductions and other similar initiatives and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, factually supportable (B) such actions are reasonably anticipated to be realized in the good faith judgment determination of the Borrower no later than 18 months after Parent and subject to certification by a Responsible Officer of the date Parent) and calculated on a pro forma basis net of the amount of actual benefits realized during such Specified Transaction, period from such actions and (CB) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA;period. (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09herein, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Total Leverage Ratio or Consolidated Total Net Leverage Ratio on a Pro Forma Basis for purposes of (iSection 2.14(d)(iii)(B) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount7.03(s)(B), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or that is incurred substantially contemporaneously therewith under any other applicable transaction provision of Section 2.14 or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of IndebtednessSection 7.03(s) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 1824 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (tests,(a) including measurements of Total Assets or the Consolidated EBITDA), including Cash Interest Coverage Ratio and the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the compliance with covenants determined by reference to Consolidated First Lien Net Leverage Ratio EBITDA or Total Assets, shall be calculated (whether or not the applicable provision references that such calculation is to be done on a “Pro Forma Basis” or giving “Pro Forma Effect” or any other similar phrase) in the manner prescribed by this Section 1.091.07; provided that notwithstanding anything to the contrary herein, when calculating (A) any such ratio for the purpose of the definition of Applicable Percentage, any mandatory prepayment provision hereunder or compliance with Section 8.11, the events set forth in Sections 1.07(b), 1.07(c), 1.07(d) and 1.07(e) below that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect and (B) any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro Forma Basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements have been delivered of the Borrower are available (as determined in good faith by the Borrower) (it being understood that for purposes of determining pro forma compliance with Section 8.11, if no Test Period with an applicable level cited in Section 8.11 has passed, the applicable level shall be the level for the first Test Period cited in Section 8.11 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial ratio or are delivered concurrently therewith test for purposes of (i) the definition of “Applicable Percentage” and (ii) prior to Section 8.11 (other than for the initial date upon purpose of determining Pro Forma Compliance with Section 8.11), each of which shall be based on the financial statements and certificates required by delivered pursuant to Section 6.01(a7.01(a) or 6.01(b(b) for which a Compliance Certificate has been delivered pursuant to Section 7.02(a), as applicable, for the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. (b) relevant Test Period. For purposes of calculating any financial ratio or testtest or compliance with(b) any covenant determined by reference to Consolidated EBITDA or Total Assets, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made consummated (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made made, in either case, shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, or in the case of the determination of Total Assets or the Unrestricted Cash AmountAssets, as applicable, on the last dayday 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 1.091.07, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) 1.07. [Credit Agreement] Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the the(c) pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements reductions and synergies projected by the Borrower in good faith resulting from or relating to any Specified Transaction which is being given pro forma effect that have been realized or are expected to be realized as a result of specified and for which the actions necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements reductions and synergies were realized during the entirety of such period) period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such any financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Specified Transaction is given pro forma effect) and during any applicable subsequent Test Period in which the effects thereof are expected to be realized realized) relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by factually supportable in the Borrower in good faith to be reasonable at judgment of the time madeBorrower, (B) such actions are reasonably anticipated taken, committed to be realized in the good faith judgment of the Borrower taken or with respect to which substantial steps have been taken or are expected to be taken no later than 18 eighteen (18) months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 1.09(cclause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAEBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (D) period; provided further, that any amount added back in computing increase to Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies pursuant to this Section 1.09(c1.07(c) shall be subject to the caps, baskets and thresholds limitations set forth in the final proviso of clause (vii) of the definition of Consolidated EBITDA; . In the event that the Borrower or any Restricted Subsidiary incurs(d) (dincluding by assumption or guarantees) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Cash Interest Coverage Ratio, Consolidated Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred or any other financial ratio or test subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In and prior to or simultaneously with the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of for which the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction calculation of any applicable such ratio or test is made, then the Consolidated Cash Interest Coverage Ratio, the Consolidated Total Net Leverage Ratio or other financial ratios ratio or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” test, as applicable, shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all 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 (except in the case of the Consolidated Cash Interest Coverage Ratio or other similar interest or fixed charge test or ratio, in which case such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment will be given effect as if the same had occurred on the first day of the applicable Test Period); provided that Indebtedness incurred, repaid or prepaid under any revolving credit facility shall be excluded from the application of this clause (d) unless such incurrence, repayment or prepayment (a) shall be in connection, or substantially concurrent, with a Specified Transaction or (b) in the case of a repayment or prepayment, such Indebtedness has been permanently repaid and related not replaced. [Credit Agreement] Notwithstanding anything to the contrary herein, with respect to any(e) amounts incurred or transactions entered into (or consummated) in reliance on a provision of any Section in Article VIII of this Agreement (which, for purposes of Section 8.03 of this Agreement, shall be deemed to include Section 2.18 through Section 2.20 of this Agreement) that does not require compliance with a financial ratio or test (including, subject without limitation, the Consolidated Total Net Leverage Ratio and/or the Consolidated Cash Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”, including, for the avoidance of doubt, any grower component based on Consolidated EBITDA) substantially concurrently with any amounts incurred or transactions, in each case, entered into (or consummated) in reliance on a provision of such Section 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 (x) any Fixed Amount (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the foregoing relevant Incurrence-Based Amount in connection with respect to fixed “baskets,” any such substantially concurrent incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (iiy) thereafter, the incurrence of the portion of any such amount under the Fixed Amount shall be included in the calculation of Incurrence-Based Amounts. In connection with any action being taken solely in connection with a(f) Limited Condition Transaction, for purposes of: determining compliance with any provision of this Agreement(i) (other than the Financial Covenants) which is subject to a default or event of default qualifier (including any representation and warranty related thereto) or which requires the calculation of any financial ratio or test, including the Consolidated Total Net Leverage Ratio and Consolidated Cash Interest Coverage Ratio; or testing availability under baskets set forth in this Agreement(ii) (including baskets measured as a percentage of Consolidated EBITDA, Total Assets and baskets subject to Default and Event of Default conditions); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder (or any such representation, warranty, requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default) shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (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 or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related representations, warranties, requirements and conditions), such ratio, test or basket (and any related representations, warranties, requirements and conditions) shall be deemed to have been complied with (or satisfied). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests, baskets or [Credit Agreement] requirements or conditions for which compliance was determined or tested as of the LCT Test Date are exceeded (or not satisfied) as a result of fluctuations in any such ratio, test or basket (or due to other intervening events in the case of other requirements or conditions), including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests, ratios or requirements or conditions will not be deemed to have been exceeded (or not satisfied) as a result of such fluctuations (or intervening events). If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment permitted hereunder, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. If any Indebtedness bears a floating rate of interest and is being given pro(g) 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 Cash Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness); provided 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, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be 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 applicable transaction rate, shall be determined to have been based upon the rate actually chosen, or action if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. Timing of Payment and Performance. When the payment of anySection 1.08. obligation or the performance of any covenant, duty or obligation is stated to be incurred under any fixed due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of “baskets” Interest Period”) or performance shall extend to the immediately succeeding Business Day and such extension shall be calculated.reflected in the computation of interest or fees, as the case may be. Currency Generally. For purposes of determining compliance withSection 1.09. Sections 8.01, 8.02, 8.03 and 8.06 with respect to any amount of Indebtedness or Investment in a [Credit Agreement]

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of the Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference 14.13; provided that notwithstanding anything to the “Test Period” contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based onthe Applicable ECF Percentage of Excess Cash Flow, the most recently ended events described in this Section 14.13 that occurred subsequent to the end of the applicable Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to shall not be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For purposes of calculating any financial ratio or testthe Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)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 Parent BorrowerHoldings 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 1.0914.13, then such financial ratio or test (or the calculation of Total Assets) Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.0914.13. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower Parent BorrowerHoldings to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and includefactually supportable, for the avoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions, other operating improvements reductions and synergies projected by the Borrower in good faith that have been realized or are expected to be realized as a result within 12 months after the closing date of specified actions taken, committed to be taken or expected to be taken such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements 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 takenrelating to such Specified Transaction, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) the aggregate amount of cost savings, operating expense reductions and synergies included in such amounts are factually supportable, reasonably identifiable and based on assumptions believed by calculations for the Borrower in good faith to be reasonable at Safeway Acquisition shall not exceed $285,000,000 for the time made, (B) such actions are reasonably anticipated to be realized in 12 month period following the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA;Escrow Release Date. (d) Any provision requiring Pro Forma Compliance In the event that the Parent BorrowerHoldings or any of its Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with Section 7.11 shall be made assuming that compliance with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio pursuant shall be calculated giving pro forma effect to such Section is required with respect incurrence or repayment of Indebtedness, to the most recent extent required, as if the same had occurred on the last day of the applicable Test Period prior Period. Interest on a CapitalFinance Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such timeCapitalFinance Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as Holdings, the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Section 1.09Agreement, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) determining compliance with this Agreement which requires the definition calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Applicable Rate,” Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’sHoldings (Holdings’ election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the definition date the definitive agreement for such Limited Condition Acquisition expires without consummation of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11such Limited Condition Acquisition, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period any such ratio or basket shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable on Pro Forma Basis assuming such Limited Condition Acquisition and related other transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, including any incurrence of Indebtedness and the portion use of proceeds thereof) have been consummated until such Indebtedness time as the applicable Limited Condition Acquisition has actually closed or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedthe definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA and any financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, Consolidated Secured the Total Net First Lien Leverage Ratio and the Consolidated First Lien Total Net Senior Secured Leverage Ratio Ratio, shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference 1.08; provided that notwithstanding anything to the “Test Period” contrary in clauses (b), (c) or (d) of this Section 1.08, when calculating the Total Net First Lien Leverage Ratio for purposes of calculating (i) such financial ratio Section 2.05(b)(i) or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior determining actual compliance (and not pro forma compliance, compliance on a Pro Forma Basis or determining compliance giving Pro Forma Effect to a transaction) with Section 7.11, the events described in this Section 1.08 that occurred subsequent to the initial date upon which end of the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to applicable Test Period shall not be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For purposes of calculating Consolidated EBITDA and any financial ratio ratios or testtests, including the Total Net Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made (i) during the applicable Test Period and or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Consolidated EBITDA or any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)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 1.091.08, then such financial ratio or test (or the calculation of Total Assets) Net Leverage Ratio, the Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio and Consolidated EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.08. (c) Whenever pro forma effect or a determination of Pro Forma Compliance 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 Responsible Officer of the Borrower and may include, for the avoidance of doubt, the amount of “run-run rate” cost savings, operating expense reductions, other operating improvements restructuring charges and expenses and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements restructuring charges and expenses and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements restructuring charges and expenses and synergies were realized during the entirety of such period) relating to such Specified Transaction, and “run-run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) ), net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by factually supportable (in the Borrower in good faith to be reasonable at determination of the time madeBorrower), (B) such actions are reasonably anticipated taken, committed to be realized in the good faith judgment of the Borrower taken or expected to be taken no later than 18 twenty-four (24) months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(cclause (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) any amount added back it is understood and agreed that, subject to compliance with the other provisions of this Section 1.08(c), amounts to be included in computing Consolidated EBITDA pro forma calculations pursuant to this Section 1.09(c1.08(c) shall may be subject included in Test Periods in which the Specified Transaction to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA;which such amounts relate to is no longer being given pro forma effect pursuant to Section 1.08(b). (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement or extinguishment) any Indebtedness included in the most recent Test Period prior to such time. (e) Notwithstanding anything to calculations of the contrary in this Section 1.09, when calculating the Consolidated First Lien Total Net Leverage Ratio, Consolidated the Total Net Senior Secured Net Leverage Ratio or Consolidated and the Total Net First Lien Leverage Ratio 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 of working capital purposes), (i) during the definition of “Applicable Rate,” applicable Test Period or (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period 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 Total Net Senior Secured Leverage Ratio and the Total Net First Lien Leverage Ratio shall not 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. 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. (fe) In On and after the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full date pro forma effect is to all applicable be given to a Permitted Acquisition and related transactions (includingon which the Borrower or any Restricted Subsidiary is incurring or deemed to be incurring Indebtedness, subject which Permitted Acquisition has yet to the foregoing with respect to fixed “baskets,” any incurrence be consummated but for which a definitive agreement governing such Permitted Acquisition has been executed and repayments of Indebtedness) and all other permitted remains in effect, such pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith effect shall be disregarded), deemed to continue at all times thereafter for purposes of determining ratio-based conditions and baskets (ii) thereafter, incurrence including baskets that are determined on the basis of Consolidated EBITDA of the portion of Borrower and the Restricted Subsidiaries) until such Indebtedness Permitted Acquisition is consummated or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedsuch definitive agreement is terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of the Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Secured Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 20171.07. (b) For purposes of calculating any financial ratio or testthe Total Net Leverage Ratio and the Secured Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (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 assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash AmountCalculation Period, as applicable, the last day). 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 1.091.07, then such financial ratio or test (or the calculation of Total Assets) Net Leverage Ratio and the Secured Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.07. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, In the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of event that the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of 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 such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) 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 Indebtedness included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.Total

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net First Lien Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio, the Consolidated Total Leverage Ratio and or the Consolidated First Lien Net Leverage Cash Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference 1.04; provided that notwithstanding anything to the “Test Period” contrary in Section 1.04(b) or (d), when calculating the Consolidated First Lien Leverage Ratio for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based onthe definition of “Applicable Excess Cash Flow Percentage”, the most recently ended events described in this Section 1.04 that occurred subsequent to the end of the applicable Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to shall not be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For Notwithstanding anything to the contrary herein, but subject to Sections 1.05, 1.06(b) and (d), for purposes of calculating any financial ratio or test, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.06(c)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.04(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Consolidated Total Assets or the Unrestricted Cash Amount, as applicableAssets, the last day)) of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.04, then such financial ratio or test (or the calculation of Consolidated Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.04. (c) Whenever [Reserved]. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness or issues or redeems Disqualified Stock or Preferred Stock included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and accompanied by a permanent commitment reduction), (i) during the applicable Test Period or (ii) subject to Section 1.04(a) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence or a determination repayment of Pro Forma Compliance is Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, to the extent required, as if the same had occurred (x) in the case of any leverage-based ratio, on the last day of the applicable Test Period and (y) in the case of any cash interest coverage ratio, on the first day of the applicable Test Period. (e) Subject to Section 1.06(e) and (f), the interest on any Indebtedness and dividends or distributions on any Disqualified Stock or Preferred Stock, in each case, assumed to be given outstanding pursuant to a Specified Transaction, the pro forma calculations preceding clause (d) shall be calculated as if such Indebtedness, Disqualified Stock or Preferred Stock had borne interest or accrued dividends or disbursements at (x) the rate applicable thereto, in the case of fixed rate Indebtedness, Disqualified Stock or Preferred Stock or (y) the rates which would have been applicable thereto during the respective period when same was deemed outstanding, in the case of floating rate Indebtedness (although interest expense with respect to any Indebtedness for periods while same was actually outstanding during the respective period shall be calculated using the actual rates applicable thereto while same was actually outstanding); provided that all Indebtedness (whether actually outstanding or deemed outstanding) bearing interest at a floating rate of interest shall be tested on the basis of the rates applicable at the time the determination is made in good faith pursuant to said provisions. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS. For purposes of making the computation referred to above, interest on any Indebtedness under a result of specified actions taken, committed to be taken or expected to be taken (calculated on revolving credit facility computed with a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on shall be computed based upon the first day average daily balance of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized Indebtedness during the entirety of such period) and “run-rate” means the full recurring benefit for a applicable period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds except as set forth in the definition Section 1.04(a). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be made assuming that compliance with determined to have been based upon the Consolidated First Lien Net Leverage Ratio pursuant to rate actually chosen, or if none, then based upon such Section is required with respect to optional rate chosen as the most recent Test Period prior to such timeBorrower may designate. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total First Lien Net Leverage Ratio, Consolidated Secured the Interest Coverage Ratio and the Total Net Leverage Ratio and the compliance with covenants determined by reference to Consolidated First Lien Net Leverage Ratio EBITDA, shall be calculated in the manner prescribed by this Section 1.09. Whenever 1.4; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.4, when calculating the First Lien Net Leverage Ratio and Interest Coverage Ratio for purposes of determining actual compliance (and not compliance on a financial Pro Forma Basis) with the Financial Covenants and the Applicable Margins, (A) the events described in this Section 1.4 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect and (B) when calculating any such ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) the incurrence of any Indebtedness, such financial ratio or test calculation shall be deemed made without “netting” the cash proceeds of such Indebtedness. It being understood and agreed that, if any financial ratio, test or compliance with covenants determined by reference to Consolidated EBITDA or Consolidated Total Assets is required to be a reference to, and shall be based on, made prior to the most recently ended Test Period for first date upon which financial statements have been are required to be delivered (or are delivered concurrently therewith and (iiactually delivered, if earlier) prior pursuant to the initial date upon which the financial statements and certificates required by Section 6.01(a5.1(a) or 6.01(bSection 5.1(b), as the case may be, and Section 6.02(a) are required such financial ratio, test or compliance with covenants determined by reference to be delivered, compliance Consolidated EBITDA or Consolidated Total Assets shall be calculated made on a pro forma basis as of the period of four consecutive fiscal quarters ending September June 30, 20172024. (b) For purposes of calculating any financial ratio or testratios and tests, including the First Lien Net Leverage Ratio, the Interest Coverage Ratio and the Total Net Leverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.4) that have been made (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, subsequent to the end of such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and Consolidated Interest Expense and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (with the interest expense with respect to any Indebtedness that bears interest at a floating rate, for purposes of such pro forma calculation, being deemed to have an interest rate equal to the interest rate applicable thereto on the last day of the applicable Test Period or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, if incurred following the last dayday of such Test Period, on the date of incurrence thereof). 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 Lead 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 1.091.4, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.4. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made (i) to take into account any fluctuations in cash or Permitted Investments on the balance sheet of the Lead Borrower and its Restricted Subsidiaries that have occurred since the end of the applicable Test Period and (ii) in good faith by a responsible financial or accounting officer Responsible Officer of the Lead Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of 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 such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are may otherwise be added back in computing pursuant to clause (b)(v)(B) of the definition of Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA;Test Period. (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with the Consolidated First Lien Net Leverage Ratio pursuant Lead Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness subject to such Section is required with respect to the most recent Test Period prior to such time. paragraph (e) Notwithstanding anything to the contrary in this Section 1.09a), when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In and prior to or simultaneously with the event for which the calculation of any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction such ratio is made, then such financial ratio or series test (other than the First Lien Net Leverage Ratio for purposes of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) determining actual compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action such Financial Covenant pursuant to be incurred under any incurrence-based “baskets” Section 5.9(a)) shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (includingsuch incurrence or repayment of Indebtedness, subject in each case to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that extent required, as if the incurrence of any Indebtedness under same had occurred on the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence last day of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedTest Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA and any financial ratios and tests (including measurements of Total Assets ratio or Consolidated EBITDA)test, including the Consolidated Total Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio, Consolidated the Secured Net Leverage Ratio and (whether in connection with testing the Consolidated First Lien Net Leverage Ratio satisfaction of the Payment Conditions or otherwise), shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis1.8; provided that, the reference notwithstanding anything to the “Test Period” contrary in this Section 1.8, when calculating the Consolidated Fixed Charge Coverage Ratio for purposes of calculating determining actual compliance (iand not compliance on a Pro Forma Basis) such financial ratio or test shall be deemed to be a reference to, and shall be based onwith Section 6.1, the most recently ended events described in this Section 1.8 that occurred subsequent to the end of the applicable Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to shall not be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017.given Pro Forma Effect. - 100 - (b) For purposes of calculating Consolidated EBITDA and any financial ratio or test, including the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (c) of this Section 1.8) that have been made (i) during the applicable Test Period and or (ii) subject to the proviso set forth in clause (a) of this Section 1.8, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash AmountAssets, as applicable, on the last dayday 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 a Loan Party or any of its Restricted Subsidiaries Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.091.8, then such financial ratio or test (or the calculation of Total Assets) Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.8. (c) Whenever In the event that any Loan Party or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, as applicable, shall be calculated giving pro forma effect to such incurrence or a determination repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. (d) Whenever Pro Forma Compliance 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 Financial Officer of the Lead Administrative Borrower (it being understood that pro forma adjustments need not be prepared in compliance with Regulation S-X) and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies Expected Cost Savings projected by the Lead Administrative Borrower in good faith to be realized as a result of specified actions action that is taken, committed to be taken or reasonably expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies Expected Cost Savings had been realized on the first day of such period Test Period and as if such cost savings, operating expense reductions, operating improvements and synergies Expected Cost Savings were realized during the entirety of such periodTest Period) and “run-rate” means the full recurring benefit for a period that is associated in connection with any action takenBusiness Optimization Initiative relating to such Specified Transaction, 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 amounts realized during such period Test Period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (Ai) such amounts Expected Cost Savings are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, factually supportable (B) such actions are reasonably anticipated to be realized in the good faith judgment determination of the Borrower no later than 18 Lead Administrative Borrower), (ii) the relevant action resulting in (or substantial steps towards the relevant action that would result in) such Expected Costs Savings must either be taken or reasonably expected to be taken within eighteen (18) months after the date of such Specified Transaction, (Ciii) no amounts shall be added pursuant to this Section 1.09(cclause (d) 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) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time.- 101 - (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes If any Indebtedness bears a floating rate of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” interest and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be is being given pro forma effect. (f) In , 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 Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio is made had been the applicable rate for the entire period (taking into account any fixed “baskets” are intended 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 Financial Officer of the Lead Administrative Borrower to be utilized together the rate of interest implicit in such Capitalized Lease Obligation in accordance with any incurrence-GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based “baskets” in upon a single transaction factor of a prime or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount)similar rate, (i) compliance with a Eurocurrency interbank offered rate, or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (includingrate, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded)determined to have been based upon the rate actually chosen, and (ii) thereafteror if none, incurrence of then based upon such optional rate chosen as the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedLead Administrative Borrower may designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net First Lien Leverage Ratio, Consolidated Secured Net the Total Leverage Ratio Ratio, the Total Assets and the Consolidated First Lien Net Leverage Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in Sections 1.09(b), (c) or (d), (i) when calculating the First Lien Leverage Ratio for purposes of the definition of “Prepayment Percentage” and (ii) determining actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.14, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017Borrower are available (as determined in good faith by the Borrower). (b) For purposes of calculating any financial ratio or test, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.09(d)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.09(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to Consolidated EBITDA with respect to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “"run-rate” " cost savings, operating expense reductions, other operating improvements reductions and synergies projected by the Borrower NY\6127033.17 in good faith to be realized realizable as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements initiatives, operating changes and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements initiatives, operating changes and synergies were realized during the entirety of such period) and “"run-rate” " means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s 's compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportableeach case, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds limitations set forth in and consistent with the definition of Consolidated EBITDA;. (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to 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 most recent Test Period prior to such time. calculations of any financial ratio or test (e) Notwithstanding anything to the contrary in this Section 1.09each case, when calculating the Consolidated First Lien Net Leverage Ratioother than Indebtedness incurred or repaid under any revolving credit facility), Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) during the definition of “Applicable Rate,” applicable Test Period or (ii) the definition of “Applicable ECF Percentage” and (iiisubject to Section 1.09(a) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In and prior to or simultaneously with the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of for which the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction calculation of any applicable such ratio is made, then such financial ratios ratio or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” test shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (includingsuch incurrence or repayment of Indebtedness, subject to the foregoing with respect to fixed “baskets,” extent required, as if the same had occurred on the last day of the applicable Test Period. (e) If any incurrence Indebtedness bears a floating rate of interest and repayments of Indebtedness) and all other permitted is being given pro forma adjustments effect for the purposes of determining the Interest Coverage Ratio, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (except that taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the incurrence 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 the Revolving Credit Facility immediately prior to or in connection therewith a revolving credit facility computed with a Pro Forma Basis shall be disregarded), and (ii) thereafter, incurrence of computed based upon the portion average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other applicable transaction or action to be incurred under any fixed “baskets” rate, shall be calculateddetermined to have been based upon the rate actually chosen, 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, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the compliance with covenants determined by reference to Consolidated First Lien Net Leverage Ratio EBITDA, shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction1.4; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.091.4, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Required Excess Cash Flow Percentage” and (iiiii) determining actual compliance (and not compliance on a pro formaforma basis) compliance with Section 7.11, the Financial Covenants, (A) the events described in this Section 1.09 1.4 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. effect and (fB) In the event when calculating any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction such ratio or series test for purposes of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under Indebtedness, such calculation shall be made without “netting” the Revolving Credit Facility immediately cash proceeds of such Indebtedness. It being understood and agreed that, if any financial ratio, test or compliance with covenants determined by reference to Consolidated EBITDA or Consolidated Total Assets is required to be made prior to the first date upon which financial statements are required to be delivered (or are actually delivered, if earlier) pursuant to Section 5.1(a) or Section 5.1(b), as the case may be, such financial ratio, test or compliance with covenants determined by reference to Consolidated EBITDA or Consolidated Total Assets shall be made on a pro forma basis as of the Test Period ending September 30, 2021. (b) For purposes of calculating any financial ratios and tests, including the Total Net Leverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.subject to clause (d) of this Section 1.4) that have been made (i) during the applicable Test Period or

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total First Lien Net Leverage Ratio, Consolidated the Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.07; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (f) of this Section 1.07, when calculating any such ratio or test, cash and Permitted Investments included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period; provided, further, that when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of such applicable ratio or test. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro Forma Basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017Borrower are available (as determined in good faith by the Borrower). (b) For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Consolidated EBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.07) that (i) have been made (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, have been made subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash AmountAssets, as applicable, on the last dayday 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 1.091.07, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.07. (c) Whenever pro forma effect or a determination of Pro Forma Compliance Effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and, in the case of any “Test Period” determined by reference to internal financial statements of the Borrower (as opposed to the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)), as set forth in a certificate of a responsible financial or accounting officer of the Borrower (with supporting calculations), and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions takenresulting from or relating to, 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 such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken Specified Transaction (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of Transactions and the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(cU.S. Healthworks Acquisition Transactions) 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) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in permitted by the definition of “Consolidated EBITDA;.” (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid (other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility unless such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (Indebtedness has been permanently repaid and not pro formareplaced)) compliance with Section 7.11, the events described in this Section 1.09 that occurred 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 not be given pro forma effectcalculated giving Pro Forma Effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) [Reserved]. (f) In the event As relates to any fixed “baskets” are intended to be utilized together action being taken solely in connection with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount)Limited Condition Transaction, for purposes of: (i) determining compliance with or satisfaction any provision of this Agreement which requires the calculation of any financial ratio or test, including the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Total Net Leverage Ratio, or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Total Assets), in each case, at the option of the Borrower (the Borrower’s election to exercise such 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 (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction (and the other transactions to be entered into in connection therewith, including any incurrence of Indebtedness and the use of proceeds thereof, as if they had occurred on the first day of the most recent Test Period ending prior to the LCT Test Date (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last day of such Test Period)), 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; provided that if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable financial LCT Test Date. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or tests for basket availability with respect to the portion incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other applicable transaction transfer of all or action substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and related other transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) thereafter, assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the portion use of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedproceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements For purposes of Total Assets or Consolidated EBITDA), including calculating the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Fixed Charge Coverage Ratio and the Consolidated First Lien Net Leverage Ratio for any purpose hereunder (including Permitted Acquisitions, Permitted Restricted Payments, Section 2.1(c) and Section 8.7), such calculations shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated made on a pro forma basis, the reference to the “Test Period” for purposes of calculating basis as follows: (i) such financial ratio or test Consolidated Funded Indebtedness shall be deemed calculated on the relevant date of measurement of the Consolidated Leverage Ratio (whether the last day of a Fiscal Quarter or the date of a transaction with respect to which pro forma compliance is required), but in the case of measurement in connection with any event hereunder (and not for periodic compliance with the financial covenants under Section 8.7), giving pro forma effect to all Indebtedness to be incurred or repaid on such date (whether in connection with a reference toSpecified Transaction, and a Permitted Restricted Payment, an increase of the Aggregate Revolving Commitments pursuant to Section 2.1(c), or any other transaction for which pro forma compliance is being measured); (ii) Consolidated EBITDA shall be based on, calculated for the period of four Fiscal Quarters most recently ended Test Period for which financial statements have been delivered (or in the case of any periodic financial covenant compliance, are delivered concurrently therewith and (iibeing) prior delivered, but giving pro forma effect to the initial date upon Specified Transaction for which such measurement is being made (if any) and all other Specified Transactions (if any) that have occurred (A) during the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) period in respect of which such calculations are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. made or (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made (i) during the applicable Test Period and (iiB) subsequent to such Test Period period and prior to or simultaneously with the event for which the pro forma calculation of any either such ratio is being made shall be calculated on (in the case of such calculation being made for a pro forma basis Specified Transaction, Permitted Restricted Payment, increase in the Aggregate Revolving Commitments pursuant to Section 2.1(c) or other event, and not for periodic covenant compliance pursuant to Section 8.7), in each case by assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period period of four Fiscal Quarters in respect of which such calculation of Consolidated EBITDA is required to be made; and (or, in iii) In the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). If since the beginning of any applicable Test Period any Person event that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement or extinguishment) any Indebtedness in connection with any Specified Transaction, Permitted Restricted Payment or increase in the Aggregate Revolving Commitments pursuant to Section 2.1(c) (or any other transaction for which pro forma compliance is being measured) (A) during the period in respect of its Restricted Subsidiaries since which such calculations are required to be made or (B) subsequent to the beginning end of such Test Period period and prior to or simultaneously with the event for which the pro forma calculation of either such ratio is being made, then in each such case the Consolidated Interest Charges component of the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness (and any other incurrence or repayment of Indebtedness for which pro forma calculations have made any Specified Transaction that would have been required adjustment pursuant to this Section 1.09provision during such relevant period), then to the extent required, by providing that (A) any such financial ratio Indebtedness incurred or test (or the calculation of Total Assets) assumed in connection with such transaction shall be calculated deemed to give pro forma have been incurred as of the first day of the applicable period, and if such Indebtedness has a floating or formula rate of interest, shall have an implied rate of interest for the applicable period for purposes of this provision determined by utilizing the rate which is or would be in effect thereto with respect to such Indebtedness as at the relevant date of determination and (B) any Indebtedness repaid by the Borrower or any Subsidiary (including any Person acquired) in accordance connection with this Section 1.09such transaction shall be deemed to have been so repaid on the first day of the applicable period. (cb) Whenever pro forma effect or a determination of Pro Forma Compliance any financial covenant is to be given to computed on a Specified Transactionpro forma basis hereunder, the pro forma calculations shall be made in good faith by an Authorized Officer and in a responsible financial or accounting officer of manner reasonably acceptable to the Borrower and includeAdministrative Agent, for the avoidance of doubtsubject, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of 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 such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations case of any Permitted Acquisition, to the Administrative Agent’s receipt of financial statements or other financial data with respect to the acquired Person or business reasonably acceptable to the Administrative Agent, including (i) the most recent financial statements with respect to the acquired Person or business prepared by such financial ratios acquired Person or tests the seller thereof and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(cii) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAavailable, whether through a pro forma adjustment or otherwise, with respect to such period the most recent audited and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required interim unaudited financial statements with respect to the most recent Test Period prior to such timeacquired Person. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, Consolidated Secured First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.091.4; provided that notwithstanding anything to the contrary in Section 1.4(b), (c) or (d), when (i) calculating the Consolidated Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the definition of “ECF Percentage”, the events described in this Section 1.4 that occurred subsequent to the end of the applicable Reference Period shall not be given pro forma effect and shall be calculated at the last day of such fiscal year or fiscal quarter, as the case may be. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Reference Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or are delivered concurrently therewith and (ii) b), as applicable (or, if prior to the initial date upon which of delivery of the first financial statements and certificates required by delivered pursuant to Section 6.01(a) or 6.01(b7.1, the most recent financial statements referred to in Section 5.1), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial ratio or test, Specified the Transactions or any Significant Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.4(d)) that have been made (i) during the applicable Test Reference Period and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that the Transactions or all such Specified Transactions Significant Transactions, as applicable (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.therein

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including measurements of the Fixed Charge Coverage Ratio, the Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated the Senior Secured Net Leverage Ratio and the Consolidated First Lien Net Credit Facility Secured Leverage Ratio Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.091.04. Whenever For purposes of this Agreement, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference toreference, and shall be based on, to the “most recently ended Test Period for which internal financial statements of the Parent Borrower are available (as determined in good faith by the Parent Borrower)”. For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating the Fixed Charge Coverage Ratio for purposes of Section 7.10, which shall be based on the most recently ended Test Period for which financial statements have been (or were required to be) delivered pursuant to Section 6.01(a) or are delivered concurrently therewith (b), as applicable, for the relevant period. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under this Agreement (other than in respect of any test based on a calculation of Excess Availability) or any other revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then 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 (i) the last day of the applicable Test Period in the case of the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Credit Facility Secured Leverage Ratio and (ii) prior to the initial date upon which first day of the financial statements and certificates required by Section 6.01(a) or 6.01(b), as applicable Test Period in the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017Fixed Charge Coverage Ratio. (bc) For purposes of calculating any financial ratio or testtest or covenant, Specified Transactions that have been made (i) by the Parent Borrower or any of the Restricted Subsidiaries during the applicable Test Period and (ii) 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 any increase or decrease the change in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transactionresulting therefrom) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, such other period as applicable, the last dayspecified therein). If since the beginning of any applicable 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 1.091.04, then such any applicable financial ratio or test (or the calculation of Total Assets) shall be calculated to give giving pro forma effect thereto in accordance with this Section 1.09for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (cd) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower and include, for (including the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements savings and synergies projected by the Borrower in good faith resulting from such Specified Transaction that have been or are expected 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 such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) ), net of the amount of actual benefits realized during such period from such actions), and any such adjustments shall be included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial ratios or tests and tests, including during any subsequent Test Period Periods in which the effects thereof are expected to be realized relating to such Specified Transactionrealized); provided that provided, that, (Ai) such amounts are reasonably identifiable, and factually supportable, reasonably identifiable and based on assumptions believed are projected by the Parent Borrower in good faith to be reasonable at the time made, (B) such result from actions are reasonably anticipated either taken or expected to be realized in the good faith judgment of the Borrower no later than 18 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, chief accounting officer or treasurer (or other equivalent officer) of the Parent Borrower, (Cii) no amounts shall be added pursuant to this Section 1.09(cclause (d) 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 EBITDA for such period Test Period and (Diii) any amount added back in computing increase to Consolidated EBITDA pursuant to this Section 1.09(c) as a result of cost savings and synergies shall be subject to the caps, baskets and thresholds limitations set forth in clauses (b)(vi)(c) and (b)(xi) of the definition of Consolidated EBITDA; . Notwithstanding the provisions set forth in this Section 1.04(d) and in clauses (db)(vi)(c) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with and (b)(xi) of the definition of Consolidated First Lien Net Leverage Ratio EBITDA, any increase to Consolidated EBITDA pursuant to such provisions as a result of cost savings and synergies in connection with any Investments made under Section is required 7.02(w) shall not be subject to the EBITDA Cap set forth in clauses (b)(vi)(c) and (b)(xi) of the definition of Consolidated EBITDA and shall be included in the determination of Consolidated EBITDA prior to calculating and giving effect to the EBITDA Cap, solely to the extent reflecting (A) the removal of corporate allocations and charge-backs included in carve-out financial statements of the acquired businesses and removal of amounts paid under any transition services agreements with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09acquired businesses, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes net of (iB) the definition addition of “Applicable Rate,” anticipated standalone costs upon integration of the acquired businesses into the operations of the Parent Borrower and its Restricted Subsidiaries (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11such adjustments, the events described “Specified Adjustments”); provided, that any increase to Consolidated EBITDA other than the Specified Adjustments, including as a result of cost savings and synergies relating to operational improvements and other non-ordinary course actions specifically taken or to be taken in this Section 1.09 that occurred subsequent order to achieve cost savings and synergies beyond the end integration of the applicable Test Period acquired businesses into the Parent Borrower and its Restricted Subsidiaries, shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, remain subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregardedEBITDA Cap as otherwise contemplated by this Section 1.04(d), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, the Consolidated Secured First Lien Net Leverage Ratio and the Consolidated First Lien Secured Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017Period. (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicableAssets, the last day). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements savings and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements savings and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements savings and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable identifiable, quantifiable, attributable to the transaction and based on assumptions believed by the Borrower in good faith to be reasonable at the time mademade and supported by an officer’s certificate delivered to the Administrative Agent, and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period as if such cost savings 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, (B) such actions are reasonably anticipated taken, committed to be realized in the good faith judgment of the Borrower taken or expected to be taken no later than 18 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any the aggregate amount of cost savings and synergies added back in computing Consolidated EBITDA pursuant to this Section 1.09(cclause (c) shall be subject not exceed (i) 15.0% of Consolidated EBITDA for such Test Period (giving pro forma effect to the capsrelevant Specified Transaction (but not to any cost savings or synergies)) and (ii) when aggregated with the aggregate amount for all cash items added pursuant to clause (a)(iv)(B), baskets and thresholds set forth in (a)(vi), (a)(vii) or (a)(ix) of the definition of “Consolidated EBITDA;,” 25.0% 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) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09herein, when calculating the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio Ratio, as applicable, on a Pro Forma Basis for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount2.14(d)(iii)(B), (i7.03(r)(i)(B) compliance with or satisfaction of 7.03(r)(ii)(B), any applicable financial ratios or tests for the portion of Indebtedness or that is incurred substantially contemporaneously therewith under any other applicable transaction provision of Section 2.14 or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith Section 7.03 shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including measurements of the Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated the Senior Secured Net Leverage Ratio, the Credit Facility Secured Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.091.04. Whenever For purposes of this Agreement, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference toreference, and shall be based on, to the “most recently ended Test Period for which internal financial statements have been delivered or of the Parent Borrower are delivered concurrently therewith available (as determined in good faith by the Borrower)”. For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating (i) the definition of “Applicable Rate” and Section 2.05(b)(i) and (ii) prior to the initial date upon Interest Coverage Ratio and Total Leverage Ratio for purposes of Section 7.10, each of which shall be based on the financial statements and certificates required by delivered pursuant to Section 6.01(a) or 6.01(b(b), as applicable, for the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017relevant period. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then 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 Interest 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 Test Period). (c) For purposes of calculating any financial ratio or test, Specified Transactions that have been made (i) by the Parent Borrower or any of the Restricted Subsidiaries during the applicable Test Period and (ii) 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 any increase or decrease the change in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transactionresulting therefrom) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)Period. If since the beginning of any applicable 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 1.091.04, then such any applicable financial ratio or test (or the calculation of Total Assets) shall be calculated to give giving pro forma effect thereto in accordance with this Section 1.09for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (cd) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower and include, for (including the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements savings and synergies projected by the Borrower in good faith resulting from such Specified Transaction that have been or are expected 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 such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) ), net of the amount of actual benefits realized during such period from such actions), and any such adjustments shall be included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial ratios or tests and tests, including during any subsequent Test Period Periods in which the effects thereof are expected to be realized relating to such Specified Transactionrealized); provided that provided, that, (Ai) such amounts are reasonably identifiable, and factually supportable, reasonably identifiable and based on assumptions believed are projected by the Parent Borrower in good faith to be reasonable at the time made, (B) such result from actions are reasonably anticipated either taken or expected to be realized in the good faith judgment of the Borrower no later than 18 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 of the Parent Borrower, (Cii) no amounts shall be added pursuant to this Section 1.09(cclause (d) 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 EBITDA for such period Test Period and (Diii) any amount added back in computing increase to Consolidated EBITDA pursuant to this Section 1.09(c) as a result of cost savings and synergies shall be subject to the caps, baskets and thresholds limitations set forth in clauses (vi)(c) and (xi) of the definition of Consolidated EBITDA;. Notwithstanding the provisions set forth in this Section 1.04(d) and in clauses (b)(vi)(c) and (b)(xi) of the definition of Consolidated EBITDA, any increase to Consolidated EBITDA pursuant to such provisions as a result of cost savings and synergies in connection with any Investments made under Section 7.02(w) shall not be subject to the 10% limitation set forth in clauses (b)(vi)(c) and (b)(xi) of the definition of Consolidated EBITDA and shall be included in the determination of Consolidated EBITDA prior to calculating and giving effect to such 10% limitation, solely to the extent reflecting (A) the removal of corporate allocations and charge-backs included in carve-out financial statements of the acquired businesses and removal of amounts paid under any transition services agreements with respect to the acquired businesses, net of (B) the addition of anticipated standalone costs upon integration of the acquired businesses into the operations of the Borrower and its Restricted Subsidiaries (such adjustments, the “Specified Adjustments”); provided, that any increase to Consolidated EBITDA other than the Specified Adjustments, including as a result of cost savings and synergies relating to operational improvements and other non-ordinary course actions specifically taken or to be taken in order to achieve cost savings and synergies beyond the integration of the acquired businesses into the Borrower and its Restricted Subsidiaries, shall remain subject to such 10% limitation as otherwise contemplated by this Section 1.04(d). (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 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). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible 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. (f) Notwithstanding the foregoing, when calculating (i) the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and (ii) the Interest Coverage Ratio and Total Leverage Ratio for the purposes of Section 7.10, the events described in Sections 1.04(b), (c) and (d) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (g) Any provision requiring Pro Forma Compliance with Section 7.11 pro forma calculation required at any time prior to December 31, 2010, shall be made assuming that compliance with the Consolidated First Lien Net Interest Coverage Ratio and Total Leverage Ratio pursuant to such set forth in Section 7.10 for the Test Period ending on December 31, 2010, is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, the Secured Leverage Ratio, the Consolidated Secured First Lien Net Leverage Ratio and the Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, the Total Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable ECF Percentage of Excess Cash Flow” and (ii) determining actual compliance (and not whether the Payment Condition has been satisfied) with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017.- 69- (b) For purposes of calculating any financial ratio or test, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.09) that have been made (i) during the applicable Test Period and (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. . (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements reductions and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized factually supportable in the good faith judgment of the Borrower no later than 18 Borrower, (B) such actions have been taken or with respect to which substantial steps have been taken (in the good faith determination of the Borrower) within eighteen (18) months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 1.09(cclause (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) period; provided that any amount added back in computing increase to Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds limitation set forth in the definition proviso of Consolidated EBITDA; clause (dviii) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,Consolidated EBITDA.” (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period or (ii) the definition of “Applicable ECF Percentage” and subject to clause (iiia) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.- 70-

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Senior Secured Net Leverage Ratio Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis1.13; provided, the reference that notwithstanding anything to the “Test Period” contrary in clauses (b), (c), (d) or (e) of this Section 1.13, when calculating the Consolidated Net Leverage Ratio for purposes of calculating (i) such financial ratio or test shall be deemed determining the “Applicable Rate” with respect to be a reference tothe Revolving Loans, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior Section 6.09 (other than for the purpose of determining pro forma compliance with Section 6.09) and (iii) Section 2.10(b)(iii), in each case, the events described in this Section 1.13 that occurred subsequent to the initial date upon which end of the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to applicable Test Period shall not be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Consolidated EBITDA or Consolidated Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.13) that have been made (i) during the applicable Test Period and or (ii) other than as described in the proviso to clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of Consolidated EBITDA or Consolidated Total Assets, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Consolidated Total Assets or the Unrestricted Cash AmountAssets, as applicable, on the last day)day of the applicable Test Period) but without giving pro forma effect to any Indebtedness incurred substantially concurrently therewith under any other basket that is not a leverage-based incurrence test. 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 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 1.091.13, then such financial ratio or test (or the calculation of Consolidated EBITDA or Consolidated Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.13. (c) Whenever pro forma effect or a determination of Pro Forma Compliance 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 Financial Officer of the Borrower Company and may include, for the avoidance of doubt, subject to the limitations set forth in the definition of Consolidated EBITDA, the amount of “run-run rate” cost savings, operating expense reductions, other operating improvements reductions and synergies related to the Transactions or any other Specified Event resulting from or relating to such Specified Transaction projected by the Borrower Company in good faith to be realized realizable as a result of specified actions taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements reductions and synergies were realized during the entirety of such period) period and such that “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be for which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions), and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified TransactionTransaction (and in respect of any subsequent pro forma calculations in which such Specified Transaction or cost savings, operating expense reductions and other operating improvements, changes and initiatives, and synergies are given pro forma effect) and during any applicable subsequent Test Period for any subsequent calculation of such financial ratios and tests; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by factually supportable in the Borrower in good faith to be reasonable at judgment of the time madeCompany, (B) such actions are reasonably anticipated taken or substantial steps with respect to such actions are or are expected to be realized in the good faith judgment of the Borrower taken no later than 18 months after the date of such Specified TransactionTransaction (with actions for any such transaction occurring prior to the Closing Date occurring within 18 months of the Closing Date), (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDAEBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (D) any the aggregate amount added back, together with amounts added back in computing pursuant to clause (x)(vi), clause (x)(vii) and clause (x)(xiii) of the definition of “Consolidated EBITDA” , shall not exceed the greater of (x) $76,000,000 and (y) 20% of Consolidated EBITDA for the four quarter period ending on any date of determination (prior to giving effect to the addback of such items and pursuant to this Section 1.09(cclause (x)(vi), clause (x)(vii) and clause (x)(xiii) and excluding any addbacks in connection with the Transactions) (it being understood and agreed that any adjustment that may be made pursuant to clause (x)(vi) or clause (x)(vii) of the definition of “Consolidated EBITDA” made in connection with the Transactions shall not be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA;such cap). (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with (w) the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to Company or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the most recent Test Period prior to such time. ordinary course of business for working capital purposes) or (ex) Notwithstanding anything to the contrary in this Section 1.09Company or any Restricted Subsidiary issues, when calculating the Consolidated First Lien Net Leverage Ratiorepurchases or redeems Disqualified Equity Interests, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) during the definition of “Applicable Rate,” applicable Test Period or (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any financial ratio or test is made, then such financial ratio or test shall not be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Equity Interests, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Interest Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness or such issuance, repurchase or redemption of Disqualified Equity Interests will be given effect 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. (f) In , 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 fixed “baskets” are intended interest hedging arrangements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Company to be utilized together the rate of interest implicit in such Capital Lease Obligation in accordance with any incurrence-GAAP or IFRS, as applicable. Interest on Indebtedness that may optionally be determined at an interest rate based “baskets” in upon a single transaction factor of a prime or series of related transactions (including utilization of similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the Free and Clear Incremental Amount and rate actually chosen, or if none, then based upon such optional rate as the Incurrence-Based Incremental Amount), (i) compliance with Company or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedRestricted Subsidiary may designate.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Debt Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is 11.7; provided that, notwithstanding anything to be calculated the contrary in this Section 11.7, when calculating the Consolidated Secured Debt Ratio for purposes of determining actual compliance (and not compliance on a pro forma basis) with Section 6.1, the reference events described in this Section 11.7 that occurred subsequent to the “Test Period” for purposes end of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended applicable Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to shall not be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For purposes of calculating the Consolidated Secured Debt Ratio, any financial ratio Permitted Acquisition or test, Specified Transactions Disposition (each a “Subject Transaction”) (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and 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 Subject Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Subject Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)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 any Credit Party or any of its their Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Subject Transaction that would have required adjustment pursuant to this Section 1.0911.7, then such financial ratio or test (or the calculation of Total Assets) Consolidated Secured Debt Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.0911.7. (c) In the event that any Credit Party or any of their Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Secured Debt Ratio, 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 Secured Debt 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. (d) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Subject Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected pro forma adjustments (solely 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 extent that such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this 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, made consistent with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; EBITDA and (dB) Any provision requiring Pro Forma Compliance (x) are of the type that would be permitted pursuant to Article XI of Regulation S-X and as interpreted by the staff of the Securities and Exchange Commission or (y) are reasonably consistent with Section 7.11 the purposes of such Regulation S-X as determined in good faith by Axiall and reasonably acceptable to Administrative Agent)) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Axiall and its Subsidiaries which shall be made reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end Indebtedness bears interest during any portion of the applicable Test Period shall not be given pro forma effect. (f) In measurement period prior to the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization relevant acquisition at the weighted average of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amountinterest rates applicable to outstanding Loans incurred during such period), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis1.04; provided that, the reference notwithstanding anything to the “Test Period” contrary in clause (b), (c) or (d) of this Section 1.04, when calculating the First Lien Net Leverage Ratio for purposes of calculating (i) such financial ratio or test shall be deemed the Applicable Excess Cash Flow Percentage the events described in this Section 1.04 that occurred subsequent to be a reference to, and shall be based on, the most recently ended end of the applicable Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to shall not be delivered, compliance shall be calculated on a given pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017effect. (b) For purposes of calculating any financial ratio or testthe First Lien Net Leverage Ratio and the Total Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)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 Lead 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 1.091.04, then such financial ratio or test (or the calculation of First Lien Net Leverage Ratio and the Total Assets) Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.04. (c) Whenever pro forma effect or a determination of Pro Forma Compliance 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 Responsible Officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Lead Borrower in good faith to be realized as a result accordance with the terms 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 such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA;Agreement. (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with the Consolidated Lead Borrower or any Restricted Subsidiary of the Lead Borrower incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the First Lien Net Leverage Ratio pursuant to such Section is required with respect to and the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio as the case may be (in each case, other than Indebtedness incurred or Consolidated Total Net Leverage Ratio repaid under any revolving credit facility in the ordinary course of business for purposes of working capital purposes), (i) during the definition of “Applicable Rate,” applicable Test Period and (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In and prior to or simultaneously with the event for which the calculation of any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of such ratio is made, then the Free and Clear Incremental Amount First Lien Net Leverage Ratio and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” Total Net Leverage Ratio shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (includingsuch incurrence or repayment of Indebtedness, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that extent required, as if the incurrence of any Indebtedness under same had occurred on the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence last day of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedTest Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total First Lien Net Leverage Ratio, Consolidated the Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.091.07; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (f) of this Section 1.07, when calculating any such ratio or test, cash and Permitted Investments included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period; provided, further, that when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of such applicable ratio or test. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro Forma Basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017Borrower are available (as determined in good faith by the Borrower). (b) For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Consolidated EBITDA or Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.07) that (i) have been made (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, have been made subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash AmountAssets, as applicable, on the last dayday 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 1.091.07, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.07. (c) Whenever pro forma effect or a determination of Pro Forma Compliance Effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and, in the case of any “Test Period” determined by reference to internal financial statements of the Borrower (as opposed to the financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)), as set forth in a certificate of a responsible financial or accounting officer of the Borrower (with supporting calculations), and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions takenresulting from or relating to, 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 such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken Specified Transaction (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(cTransactions) 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) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in permitted by the definition of “Consolidated EBITDA;.” (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (in each case, other than Indebtedness incurred or repaid (other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility unless such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (Indebtedness has been permanently repaid and not pro formareplaced)) compliance with Section 7.11, the events described in this Section 1.09 that occurred 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 not be given pro forma effectcalculated giving Pro Forma Effect to such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) [Reserved] (f) In the event As relates to any fixed “baskets” are intended to be utilized together action being taken solely in connection with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount)Limited Condition Transaction, for purposes of: (i) determining compliance with or satisfaction any provision of this Agreement which requires the calculation of any financial ratio or test, including the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Total Net Leverage Ratio, or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Total Assets), in each case, at the option of the Borrower (the Borrower’s election to exercise such 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 (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction (and the other transactions to be entered into in connection therewith, including any incurrence of Indebtedness and the use of proceeds thereof, as if they had occurred on the first day of the most recent Test Period ending prior to the LCT Test Date (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last day of such Test Period)), 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; provided that if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable financial LCT Test Date. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or tests for basket availability with respect to the portion incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other applicable transaction transfer of all or action substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable satisfied (i) on a Pro Forma Basis assuming such Limited Condition Transaction and related other transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) thereafter, assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the portion use of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedproceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Cash Interest Coverage Ratio and the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio compliance with covenants determined by reference to Total Assets, shall be calculated (whether or not the applicable provision references that such calculation is to be done on a “Pro Forma Basis” or giving “Pro Forma Effect” or any other similar phrase) in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference 1.07; provided that notwithstanding anything to the “Test Period” for purposes of contrary herein, when calculating (iA) any such financial ratio or test shall be deemed to be a reference to, and shall be based on, for the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as purpose of the period definition of four consecutive fiscal quarters ending September 30, 2017.Applicable Percentage, (b) For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Total Assets, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made consummated (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made made, in either case, shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, or in the case of the determination of Total Assets or the Unrestricted Cash AmountAssets, as applicable, on the last dayday 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 1.091.07, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.07. (c) Whenever pro forma effect or a determination of Pro Forma Compliance 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, other operating improvements reductions and synergies projected by resulting from or relating to any Specified Transaction (including the Borrower in good faith Transactions) which is being given pro forma effect that have been realized or are expected to be realized as a result of specified and for which the actions necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements reductions and synergies were realized during the entirety of such period) period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such any financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Specified Transaction is given pro forma effect) and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA;any (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with 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 First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Cash Interest Coverage Ratio, Consolidated Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred or any other financial ratio or test subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made, then the Consolidated Cash Interest Coverage Ratio, the Consolidated Total Net Leverage Ratio or other financial ratio or test, as applicable, 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 (except in the case of the Consolidated Cash Interest Coverage Ratio or other similar interest or fixed charge test or ratio, in which case such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment will be given effect as if the same had occurred on the first day of the applicable Test Period); provided that Indebtedness incurred, repaid or prepaid under any revolving credit facility shall be excluded from the application of this clause (c) unless such incurrence, repayment or prepayment (a) shall be in connection, or substantially concurrent, with a Specified Transaction or (b) in the case of a repayment or prepayment, such Indebtedness has been permanently repaid and not be replaced. (e) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenants) which requires the calculation of any financial ratio or test, including the Consolidated Total Net Leverage Ratio and Consolidated Cash Interest Coverage Ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets and baskets subject to Default and Event of Default conditions)); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing (f) If any Indebtedness bears a floating rate of interest and is being given pro forma effect. (f) In , the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization for which the calculation of the Free and Clear Incremental Amount and Consolidated Cash Interest Coverage Ratio is made had been the Incurrence-Based Incremental Amountapplicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness); provided that, (i) compliance with or satisfaction 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 financial ratios or tests Test Period, the actual interest may be used for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Test Period. Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be 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 applicable transaction or action to be incurred under any fixed “baskets” rate, shall be calculated.determined to have been based upon the

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Interest Coverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.091.4; provided that notwithstanding anything to the contrary in Section 1.4(b), (c) or (d), when (i) calculating the Consolidated Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the definition of “ECF Percentage”, the events described in this Section 1.4 that occurred subsequent to the end of the applicable Reference Period shall not be given pro forma effect and shall be calculated at the last day of such fiscal year or fiscal quarter, as the case may be. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Reference Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or are delivered concurrently therewith and (ii) b), as applicable (or, if prior to the initial date upon which of delivery of the first financial statements and certificates required by delivered pursuant to Section 6.01(a) or 6.01(b7.1, the most recent financial statements referred to in Section 5.1), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial ratio or test, Specified the Transactions or any Significant Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.4(d)) that have been made (i) during the applicable Test Reference Period and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that the Transactions or all such Specified Transactions Significant Transactions, as applicable (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to the Transactions or any Specified Significant Transaction, as applicable) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Consolidated Total Assets or the Unrestricted Cash Amount, as applicableTangible Assets, the last day)) of the applicable Reference Period. If since the beginning of any applicable Test Reference 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 Reference Period shall have made any Specified Significant Transaction that would have required adjustment pursuant to this Section 1.091.4, then such financial ratio or test (or the calculation of Consolidated Total Tangible Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.4. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified the Transactions or any Significant Transaction, the calculations made on a pro forma calculations basis shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken the Transactions or expected to be taken any Significant Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period) ), and “run-rate” means the full recurring benefit for a period that is associated in connection with the Transactions or any action takenSignificant Transaction, committed to be taken or expected to be taken as applicable, (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Reference Period in which the effects thereof are expected to be realized relating to the Transactions or such Specified Significant Transaction, as applicable; provided that (Ai) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized and reasonably factually supportable and quantifiable in the good faith judgment of the Borrower no Borrower, (ii) such actions are to be taken within (A) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, not later than eighteen (18) months after the Closing Date, and (B) in all other cases, within 18 months after the date consummation of such Specified the Significant Transaction, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies and (Ciii) and no amounts cost savings, operating expense reductions and synergies shall be added pursuant to this Section 1.09(cclause 1.4(c) to the extent duplicative of any amounts that are expenses or charges otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) period; provided further that any amount added back in computing increase to Consolidated EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies pursuant to this Section 1.09(c1.4(c) shall be subject to the caps, baskets and thresholds limitation set forth in clause (vii) of the definition of “Consolidated EBITDA;.” (d) Any In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Reference Period or (ii) subject to Section 1.4(a) subsequent to the end of the applicable Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then 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 Reference Period. If any Indebtedness bears a floating or formula based 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 determination had been the applicable rate for the entire period (taking into account any Hedge Agreement applicable to such Indebtedness). (e) At any time prior to the first date on which the Financial Covenants are required to be tested under Section 8.1, any provision requiring Pro Forma Compliance the pro forma compliance with Section 7.11 8.1 shall be made assuming that compliance with the Consolidated First Lien Total Net Leverage Ratio pursuant to and Interest Coverage Ratio set forth in Section 8.1 for the Reference Period ending on such Section date is required with respect to the most recent Test Reference Period prior to such time. (ef) Notwithstanding anything to In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (i) determining compliance with any provision of this Agreement (other than the contrary in this Section 1.09Financial Covenants) which requires the calculation of any financial ratio or test, when calculating including the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for purposes the avoidance of (i) the definition of “Applicable Rate,” doubt, any financial ratio set forth in Section 2.4(a)); or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Tangible Assets); in each case, at the definition option of the Borrower and, to the extent required by Section 2.4 or Section 3.16, with the consent of the requisite lenders required thereby (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11LCA Election”), the events described in this Section 1.09 that occurred subsequent to the end date of the applicable Test Period determination of whether any such action is permitted hereunder shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended deemed to be utilized together with any incurrence-based the date the definitive agreements for such Limited Condition Acquisition are entered into (the “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental AmountLCA Test Date”), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without and if, after giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable the Limited Condition Acquisition (and related the other transactions (includingto be entered into in connection therewith), the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCA Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCA Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Tangible Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the foregoing consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any calculation of any ratio, test or basket availability with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Indebtedness under Investment, mergers, Dispositions of assets of the Revolving Credit Facility immediately Borrower and its Restricted Subsidiaries, the prepayment, redemption, purchase, repurchase, conversion, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a pro forma basis (i) assuming such Limited Condition Acquisition and other transactions in connection therewith shall be disregarded), (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) thereafter, assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the portion use of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedproceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio and compliance with covenants determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 1.091.08; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.08, (A) when calculating any such ratio or test for purposes of (i) the definition of “Applicable ECF Percentage” and (ii) Section 6.08 (other than for the purpose of determining Pro Forma Compliance with Section 6.08), 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 and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, Cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basisPro Forma Basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Administrative Agent pursuant to Section 6.01(a5.01(b) or 6.01(b(c), as applicable, for the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017relevant Test Period. (b) For purposes of calculating any financial ratio or testtest or compliance with any covenant determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets, any Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.08) that have been made consummated (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA Adjusted EBITDA, 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 (or, in the case of the determination of Consolidated Total Assets or the Unrestricted Cash AmountAssets, as applicable, on the last dayday 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 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 1.091.08, then such financial ratio or test (or the calculation of Consolidated Total AssetsAssets ) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 1.091.08. (c) Whenever pro forma effect or a determination of Pro Forma Compliance 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 an Authorized Officer of the applicable Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of 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 initiatives and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with resulting from or relating to any action taken, committed to be taken or expected to be taken Specified Transaction (including any savings expected to result from the elimination Transactions), in a manner permitted under and without duplication with clause (i)(r) of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated Adjusted EBITDA;. (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming In the event that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to Holdings or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility (for ordinary course working capital draws and repayments) unless such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09Indebtedness has been permanently repaid and not replaced), when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) during the definition of “Applicable Rate,” applicable Test Period or (ii) the definition of “Applicable ECF Percentage” and subject to clause (iiia) actual (and not pro forma) compliance with Section 7.11above, the events described in this Section 1.09 that occurred 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 not be given calculated giving Pro Forma Effect to such incurrence or repayment of Indebtedness, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) It is hereby agreed that (x) for purposes of determining pro forma effectcompliance prior to the Fiscal Quarter ended March 31, 2017, the applicable covenant level for determining such pro forma compliance shall be the covenant level used for March 31, 2017 and (y) to the extent any determination of a covenant or ratio prior to the date on which financial statements have been delivered for the Fiscal Year ending December 31, 2016 pursuant to Section 5.01(c), any such calculation or determination shall be based on the most recent Historical Financial Statements. (f) In the event any fixed “baskets” are intended to be utilized together connection with any incurrence-based “baskets” action being taken in connection with a single transaction Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenant) which requires the calculation of any financial ratio or series of related transactions test, including the First Lien Net Leverage Ratio and the Total Net Leverage Ratio; or (ii) testing availability under baskets set forth in this Agreement (including utilization baskets determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets and baskets subject to Default and Event of Default conditions); in each case, at the option of the Free and Clear Incremental Amount and Borrower Representative (the Incurrence-Based Incremental AmountBorrower Representative’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder (or any requirement, representation or warranty or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default (other than with respect to a condition that no Event of Default under Section 8.01(a), (if) or (g) has occurred and is continuing which shall be tested on the date of the consummation of such Limited Condition Transaction)) shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction (and the other transactions to be entered into in connection therewith), the Borrowers or any of their respective Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or satisfaction basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied). For the avoidance of doubt, if the Borrower Representative has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets of the Borrowers or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any applicable financial ratios ratio, test or tests for basket availability with respect to the portion incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of Restricted Debt Payments, the making of any Investment, mergers, the conveyance, lease or other applicable transaction transfer of all or action substantially all of the assets of any Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (x) the date on which such Limited Condition Transaction is consummated or (y) the date that the definitive agreement 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 incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction and related other transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) thereafter, assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the portion use of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculatedproceeds thereof) have not been consummated.

Pro Forma Calculations. (a) Notwithstanding anything For purposes of determining whether any action is otherwise permitted to be taken hereunder, each of the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Guaranteed Net Leverage Ratio, Consolidated the Senior Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in as follows: (a) In the manner prescribed by this Section 1.09. Whenever a financial ratio event that the Borrower or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating any Restricted Subsidiary (i) such financial ratio incurs, redeems, retires or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered extinguishes any Indebtedness or are delivered concurrently therewith and (ii) prior issues or redeems Disqualified Stock or Preferred Stock subsequent to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as commencement of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial for which such ratio or test, Specified Transactions that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made (a “Ratio Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or 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 the Borrower or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Specified Transactions (Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) other operational changes had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)four-quarter reference period. If since the beginning of any applicable Test Period such period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated merged with or into the 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 Section 1.09definition, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give giving pro forma effect thereto in accordance with this Section 1.09for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period. (c) Whenever For purposes of this Section 1.09, whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transactionany Investment, Acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower and includeas set forth in an Officer’s Certificate, for the avoidance of doubt, the amount of “run-rate” cost savings, to reflect (i) operating expense reductions, reductions and other operating improvements and or synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or reasonably expected to be taken realizable from any acquisition, disposition, amalgamation, merger or operational change (calculated on a pro forma basis as though such cost savingsincluding, operating expense reductionsto the extent applicable, operating improvements and synergies had been realized on from the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such periodTransactions) and (ii) all adjustments of the nature used in connection with the calculation of “run-rateEBITDA” means as set forth in footnote (3) to the full recurring benefit “Summary Historical and Pro Forma Financial Data” under “Offering Circular Summary” in the offering circular for a period that is associated with any action takenthe New Senior Notes to the extent such adjustments, committed without duplication, continue to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating applicable to such Specified Transactionfour-quarter period; provided that (A) such amounts operating expense reductions and other operating improvements or synergies are factually supportable, reasonably identifiable and based on assumptions believed by factually supportable and otherwise comply with the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds limitations set forth in the definition of Consolidated “EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time”. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA)tests, including the Consolidated Total First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Interest Coverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.091.4; provided that notwithstanding anything to the contrary in Section 1.4(b), (c) or (d), when (i) calculating the Consolidated Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the definition of “ECF Percentage”, the events described in this Section 1.4 that occurred subsequent to the end of the applicable Reference Period shall not be given pro forma effect and shall be calculated at the last day of such fiscal year or fiscal quarter, as the case may be. Whenever In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Reference Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or are delivered concurrently therewith and (ii) b), as applicable (or, if prior to the initial date upon which of delivery of the first financial statements and certificates required by delivered pursuant to Section 6.01(a) or 6.01(b7.1, the most recent financial statements referred to in Section 5.1), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating any financial ratio or test, Specified the Transactions or any Significant Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to Section 1.4(d)) that have been made (i) during the applicable Test Reference Period and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that the Transactions or all such Specified Transactions Significant Transactions, as applicable (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to the Transactions or any Specified Significant Transaction, as applicable) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Consolidated Total Assets or the Unrestricted Cash Amount, as applicableTangible Assets, the last day)) of the applicable Reference Period. If since the beginning of any applicable Test Reference 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 Reference Period shall have made any Specified Significant Transaction that would have required adjustment pursuant to this Section 1.091.4, then such financial ratio or test (or the calculation of Consolidated Total Tangible Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.091.4. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified the Transactions or any Significant Transaction, the calculations made on a pro forma calculations basis shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken the Transactions or expected to be taken any Significant Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.synergies

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Interest Coverage Ratio and the Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the period of four consecutive fiscal quarters ending September 30, 20171.06. (b) For purposes of calculating any financial ratio or testthe Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Measurement Period and (ii) subsequent to such Test Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day)Measurement Period. If since the beginning of any applicable Test Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the 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 Section 1.09, then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of Consolidated EBITDA; (d) Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that compliance with the Consolidated First Lien Net Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time. (e) Notwithstanding anything to the contrary in this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (f) In the event any fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the Free and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (i) compliance with or satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any Indebtedness under the Revolving Credit Facility immediately prior to or in connection therewith shall be disregarded), and (ii) thereafter, incurrence of the portion of such Indebtedness or other applicable transaction or action to be incurred under any fixed “baskets” shall be calculated.Section