Common use of Pro Forma Calculations Clause in Contracts

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth herein, such ratio shall be calculated in each case on a pro forma basis as follows: (a) In the event that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or simultaneously with the event for which the calculation of such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio Consolidated EBITDA and the Fixed Charge Coverage Ratio (except in each case with respect to any transaction contemplated by the KPP Settlement Agreement) shall be calculated in each case on a pro forma basis as follows:the manner prescribed by this Section 1.07 for purposes other than in connection with the compliance of Section 5.03 hereof. (ab) In For purposes of calculating Consolidated EBITDA and the event Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Debt in connection therewith) that have been made (i) during the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness applicable Measurement Period and (ii) subsequent to the commencement of the period for which such ratio is being calculated but on or 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 “Calculation Date”component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Measurement Period. If since the beginning of any applicable Measurement 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 Measurement Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.07, then the Fixed Charge Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.07 (but for the avoidance of doubt, not in connection with the calculation of Consolidated EBITDA and the Fixed Charge Coverage Ratio required under Section 5.03). (c) Whenever pro forma effect is to be given to a Specified Transaction for purposes of this Section 1.07, the pro forma calculations shall be made in good faith by a Financial Officer of the Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements and synergies actually realized as of the date of such pro forma calculation (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions. (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 Debt included in the calculations of the Fixed Charge Coverage Ratio (other than Debt incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), then (i) during the applicable Measurement Period and (ii) subsequent to the end of the applicable Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrenceincurrence or repayment of Debt, assumption, guarantee or redemption of Indebtednessto the extent required, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodapplicable Measurement Period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Total Leverage Ratio shall be calculated in each case on a pro forma basis as follows: the manner prescribed by this Section 1.03; provided that notwithstanding anything to the contrary herein, when calculating any such ratio for the purpose of the definition of Applicable Margin, any mandatory prepayment provision hereunder or compliance with the Financial Covenant, the events set forth in clause (ab), (c) In the event and (d) below that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been consummated (i) during the applicable period of four consecutive fiscal quarters for which such financial ratio is being calculated but on determined (the “Test Period”) or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the “Calculation Date”component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the applicable Test Period. (c) If pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the Borrower based on historical results accounted for in accordance with GAAP and including only (i) those adjustments that would be permitted or required by Regulation S-X under the Securities Act and (ii) to the extent applicable, those adjustments in respect of reasonably identifiable and factually supportable and quantifiable restructuring charges, cost savings and synergies in connection with a Pro Forma Transaction that have occurred or are reasonably expected by the Borrower to occur within one year of the closing of such Pro Forma Transaction (regardless of whether such pro forma restructuring charges, cost savings or synergies could then be reflected properly in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act or any other regulation or policy of the SEC); provided that the Borrower shall have delivered to the Administrative agent a certificate of the chief financial officer of the Borrower certifying that such adjustments satisfy the foregoing requirements and including reasonably detailed calculations thereof. For the avoidance of doubt, all pro forma adjustments shall be consistent with, and subject to, the caps and limits set forth in the applicable definitions herein (including the cap set forth in clause (a)(xiii) of the definition of Consolidated EBITDA). 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 any action by the Borrower or its Restricted Subsidiaries, such compliance shall be tested against the ratios for such first test date. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or Guarantee) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such ratio the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Total Leverage Ratio, Consolidated First Lien Net Leverage Ratio, the Secured Leverage Ratio, the Fixed Charge Coverage Ratio and the Interest Coverage Ratio shall be calculated in each case the manner prescribed by this Section 1.08; provided that notwithstanding anything to the contrary in clause (b), (c) or (d) of this Section 1.08, when calculating the Consolidated First Lien Net Leverage Ratio and the Interest Coverage Ratio, as applicable, for purposes of (i) the Applicable ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma basis effect. (b) For purposes of calculating the Total Leverage Ratio, Consolidated First Lien Net Leverage Ratio, the Secured Leverage Ratio, the Fixed Charge Coverage Ratio and the Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.08) that have been made (i) during the applicable Test Period and (ii) if applicable as follows: described in clause (a) In the event that the Borrower or any Subsidiary incursabove, assumes, guarantees or redeems any Indebtedness subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany 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 reference periodapplicable Test Period. Additionally, if If since the beginning of such reference period any applicable Test Period any Person that subsequently became a Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Subsidiary of its Subsidiaries since the beginning of such reference period Test Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.08, then such ratio the Total Leverage Ratio, Consolidated First Lien Net Leverage Ratio, the Secured Leverage Ratio, the Fixed Charge Coverage Ratio and the Interest Coverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.08. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In additionBorrower and include, any such pro forma calculation may include adjustments appropriatefor the avoidance of doubt, in the reasonable determination amount of the Borrowercost savings, to reflect any operating expense reductions and other operating improvements or synergies projected by the Borrower in good faith to be realized as a result of specified actions taken or with respect to which the Borrower in good faith expects that substantial steps will have been taken within the time frame set forth in clause (B) below (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions and any acquisition, amalgamation, merger such adjustments shall be included in the initial pro forma calculations of such financial ratios or operational change (including, tests and during any subsequent Test Period in which the effects thereof are expected to the extent applicable, from the Transactions)be realized relating to such Specified Transaction; provided that (xA) such operating expense reductions and other operating improvements or synergies amounts are reasonably identifiable and factually supportablesupportable in the good faith judgment of the Borrower, (yB) with respect to operational changes resulting from an acquisition, such actions are taken, committed to be taken or committed expected to be taken no later than 15 eighteen (18) months after the date of such acquisition Specified Transaction, and (zC) no amounts shall be added pursuant to this clause (c) to the aggregate amount extent duplicative of projected any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, operating improvements reductions and synergies shall be subject to the limitations set forth in respect the definition of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent“Consolidated EBITDA.” (d) In the event that the Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the Secured Leverage Ratio, Consolidated First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio, the Secured Leverage Ratio, Consolidated First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio, the Secured Leverage Ratio or the Consolidated First Lien Net Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Fixed Charge Coverage Ratio or the Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date date of the event for which the calculation of the Fixed Charge Coverage Ratio or the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any Rate Management Obligations 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. For purposes of making the computation referred to above, interest Interest on any Indebtedness under a revolving credit facility computed on a pro forma basis Capitalized Leases shall be computed based upon deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the average daily balance Borrower to be the rate of interest implicit in such Indebtedness during the reference periodCapitalized Leases 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 London interbank offered rate, or other rate, shall be deemed determined to have been based upon the rate actually chosenchose, or, or if none, then based upon such optional rate chosen as the Borrower or such Subsidiary may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Total Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated in each case the manner prescribed by this Section 1.8; provided that, notwithstanding anything to the contrary in this Section 1.8, when calculating the Total Leverage Ratio and the Fixed Charge Coverage Ratio for purposes of determining actual compliance (and not compliance on a pro forma basis as follows: (aPro Forma Basis) In with Section 6.1, the event events described in this Section 1.8 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio and the 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 Period or (ii) subsequent to such ratio is being calculated but on or 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 “Calculation Date”component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (with respect to the calculation of the Fixed Charge Coverage Ratio) or the last day of the applicable Test Period (with respect to calculation of the Total Leverage Ratio), as applicable. 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 1.8, then the Total Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.8. (c) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Fixed Charge Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference period. Test Period (bwith respect to calculation of the Total Leverage Ratio) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since applicable Test Period (with respect to the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning calculation of the reference periodFixed Charge Coverage Ratio), as applicable. (cd) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer Responsible Officer of the Borrower. In additionBorrower and may include, any such for the avoidance of doubt, the amount of cost savings and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma calculation may include adjustments appropriatebasis as though such cost savings and synergies had been realized on the first day of such period and as if such cost savings and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided, that (A) such amounts are reasonably identifiable, quantifiable and factually supportable in the reasonable determination good faith judgment of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (xB) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken, committed to be taken or committed reasonably expected to be taken no later than 15 twelve (12) months after the date of such acquisition Specified Transaction, (C) no amounts shall be added pursuant to this clause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period, (D) such cost savings and synergies are reasonably acceptable to the Administrative Agent and (zE) the aggregate amount of projected operating expense reductions, operating improvements cost savings and synergies in respect of operational changes added pursuant to this clause (not resulting from an acquisitiond) included in for any pro forma calculation such period after the Effective Date shall not exceed the greater of (x) $20,000,000 25,000,000 and (y) 6.50% of Consolidated EBITDA for such Test Period (giving pro forma effect to the relevant Specified Transaction (but not to any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agentcost savings or synergies)). (de) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date 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 Rate Management Obligations hedging obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed Interest on a pro forma basis Capitalized Lease Obligation shall be computed based upon deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the average daily balance Company to be the rate of interest implicit in such Indebtedness during the reference periodCapitalized 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 eurodollar interbank offered rate, or other rate, shall be deemed determined to have been based upon the rate actually chosen, or, or if none, then based upon such optional rate chosen as the Borrower Company may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Consolidated Leverage Ratio shall be calculated in each case on a pro forma basis as follows: the manner prescribed by this Section 1.08; provided that, notwithstanding anything to the contrary in clauses (ab), (c) In or (d) of this Section 1.08, when calculating the event Consolidated Leverage Ratio for purposes of Section 2.03(b)(i), the events described in this Section 1.08 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Measurement Period shall not be given pro forma effect. (b) For purposes of calculating the Consolidated Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Measurement Period or (ii) subsequent to such ratio is being calculated but on or Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany 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 reference periodapplicable Measurement Period. Additionally, if If since the beginning of such reference period any applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period Measurement Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.08, then such ratio the Consolidated Leverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.08. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In additionBorrower and may include, any such for the avoidance of doubt, the amount of cost savings and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma calculation may include adjustments appropriatebasis as though such cost savings and synergies had been realized on the first day of such period and as if such cost savings and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits theretofore realized during such period from such actions; provided that (A) such amounts are reasonably identifiable, quantifiable and supportable in the reasonable determination good faith judgment of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (xB) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken, committed to be taken or committed expected to be taken no later than 15 twelve (12) months after the date of such acquisition Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (zD) the aggregate amount of projected operating expense reductions, operating improvements cost savings and synergies in respect of operational changes added pursuant to this clause (not resulting from an acquisitionc) included in for any pro forma calculation such period after the Closing Date shall not exceed $20,000,000 10% of Consolidated EBITDA for such Measurement Period (giving pro forma effect to the relevant Specified Transaction (but not to any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agentcost savings or synergies)). (d) If 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 bears a floating rate included in the calculations of interest the Consolidated 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 Measurement Period or (ii) subsequent to the end of the applicable Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is being given pro forma effectmade, then the interest on such Indebtedness Consolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the rate in effect same had occurred on the Calculation Date had been last day of the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designateMeasurement Period. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio financial ratios and tests, including the Total Leverage Ratio and the Secured Leverage Ratio shall be calculated in each case the manner prescribed by this Section 1.09. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as follows: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 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) In the event that the Borrower or any Subsidiary incursabove, assumes, guarantees or redeems any Indebtedness subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany 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 reference periodapplicable Test Period. Additionally, if If since the beginning of such reference period any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period Test Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.09, then such financial ratio or test shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.09. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In additionBorrower and include, any such pro forma calculation may include adjustments appropriatefor the avoidance of doubt, in the reasonable determination amount of the Borrower“run-rate” cost savings, to reflect any operating expense reductions and other operating improvements or 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 and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any acquisition, amalgamation, merger such adjustments shall be included in the initial pro forma calculations of such financial ratios or operational change (including, tests and during any subsequent Test Period in which the effects thereof are expected to the extent applicable, from the Transactions)be realized relating to such Specified Transaction; provided that (xA) such operating expense reductions and other operating improvements or synergies amounts are reasonably identifiable and factually supportablesupportable in the good faith judgment of the Borrower, (yB) such actions have been taken or with respect to operational changes resulting from an acquisition, such actions are which substantial steps have been taken or committed to be taken no later than 15 (in the good faith determination of the Borrower) within eighteen (18) months after the date of such acquisition Specified Transaction, and (zC) no amounts shall be added pursuant to this Section 1.09(c) to the aggregate amount extent duplicative of projected any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions, operating improvements reductions and synergies pursuant to this Section 1.09(c) shall be subject to the limitation set forth in respect the proviso of operational changes clause (not resulting from an acquisitionviii) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by of the Administrative Agentdefinition of “Consolidated EBITDA.” (d) If 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 bears 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. (e) Interest on a floating 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 and is being given pro forma effect, the interest on implicit in such Indebtedness shall be calculated as if the rate Capitalized Lease Obligation in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference periodaccordance 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 London interbank offered rate, or other rate, shall be deemed determined to have been based upon the rate actually chosen, or, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Net Senior Secured Leverage Ratio, the Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in each case on a pro forma basis as follows: the manner prescribed by this Section 1.05; provided that, notwithstanding anything to the contrary herein, when calculating any such ratio for the purpose of the definition of Applicable Margin or Applicable Revolving Commitment Fee Percentage, any mandatory prepayment provision hereunder or compliance with Section 6.07, the events set forth in clauses (a), (b), (c) In the event and (d) below that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Net Senior Secured Leverage Ratio, the Total Net Leverage Ratio and the Interest Coverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been consummated (i) during the applicable period of four (4) consecutive fiscal quarters for which such financial ratio is being calculated but on determined (the “Test Period”) or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, shall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a financial or accounting Authorized Officer of the Borrower and may include, for the avoidance of doubt, the amount of synergies and cost savings projected by the Borrower from actions taken or expected to be taken during the 12-month period following the date of such Pro Forma Transaction, net of the amount of actual benefits theretofore realized during such period from such actions; provided that (A) such amounts are reasonably identifiable, quantifiable and factually supportable in the “Calculation Date”good faith judgment of the Borrower and the Administrative Agent, (B) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (C) the aggregate amount of cost savings and synergies added pursuant to this clause (c) for any such period, together with any addback to Consolidated Adjusted EBITDA pursuant to paragraph (f) thereof, during any such period, shall not exceed 10% of Consolidated Adjusted EBITDA for such period, calculated without giving effect to any adjustment pursuant to this clause (c) or paragraphs (f) or (k) of the definition of Consolidated Adjusted EBITDA. Nothing in this clause (c) shall limit any adjustment to Consolidated Adjusted EBITDA permitted pursuant to clause (y) of the proviso to paragraph (f) of the definition of Consolidated Adjusted EBITDA or paragraph (k) of the definition of Consolidated Adjusted EBITDA. (d) In the event that the Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Net Senior Secured Leverage Ratio or the Total Net Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), then 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 Net Senior Secured Leverage Ratio or the Total Net Leverage Ratio, as applicable, shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio subject to Section 1.7(f), the Total Leverage Ratio and the Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section 1.7. (b) For purposes of calculating the Total Leverage Ratio and the Senior Secured Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made, in each case on a pro forma basis as follows: without duplication, (ai) In during the event that the Borrower applicable Test Period or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness (ii) subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany 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 reference periodapplicable Test Period. Additionally, if If since the beginning of such reference period any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, or consolidated with or into the Borrower or any Subsidiary of the Restricted Subsidiaries since the beginning of such reference period Test Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.7, then such ratio the Total Leverage Ratio and the Senior Secured Leverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) the Specified Transaction had occurred at on the beginning first day of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made applicable Test Period in good faith by a responsible financial or accounting officer of the Borroweraccordance with this Section 1.7. In addition, any Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the BorrowerBorrower as set forth in a certificate from a Responsible Officer, to reflect any reflect, in each case without duplication, (i) operating expense reductions and other operating improvements improvements, synergies or synergies projected in good faith cost savings reasonably expected to result from any acquisition, amalgamation, merger or operational change such relevant pro forma event (including, to the extent applicable, from the Transactions); provided that (xTransaction) such operating expense reductions based on actions already taken and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, for which the full run-rate effect of such actions are taken or committed is expected to be taken no later than 15 realized within eighteen (18) months after date of such acquisition action, and (zii) all adjustments of the aggregate amount of projected operating expense reductionsnature set forth in Schedule 1.7(b) to the extent such adjustments, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by without duplication, continue to be applicable to the Administrative Agentrelevant Test Period. (dc) If 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 bears a floating rate included in the calculations of interest the Total Leverage Ratio and the Senior Secured Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is being given pro forma effectmade, then the interest on such Indebtedness Total Leverage Ratio and the Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the rate in effect same had occurred on the Calculation Date had been first day of the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designateTest Period. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. (a) Any financial ratio or test or compliance with any covenants determined by reference to Consolidated EBITDA, Consolidated Tangible Assets or any component definition thereof shall be calculated in a manner prescribed by this Section 1.8. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the applicable period for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended period for which the financial statements of the Consolidated Parties are available (as determined in good faith by the Company). (b) For purposes of determining compliance with any provision of this Agreement, including the determination of any financial ratio set forth hereinor test, any Specified Transaction that has occurred (i) during the applicable period or (ii) subsequent to such ratio period and prior to or simultaneously with the event for which the determination of any such ratio, test or compliance with covenants is being made shall be calculated in each case determined on a pro forma basis as follows:(including giving effect to those specified in accordance with the definitions of “Consolidated EBITDA” and “Consolidated Net Income” and any component definitions thereof) assuming that all such Specified Transactions (including such Specified Transaction for which such compliance is being determined) had occurred on the first day of the applicable period. If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into an Obligor or any Restricted Subsidiary since the beginning of such period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.8, then for purposes of determining compliance with any provision of this Agreement, including the determination of any financial ratio or test, such Specified Transactions shall be calculated to give pro forma effect thereto in accordance with this Section 1.8. (ac) In the event that the (i) any Obligor or Restricted Subsidiary incurs (including by assumption or guarantee) or repays or refinances (including by redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and not replaced) or (ii) any Borrower or any Restricted Subsidiary incursissues, assumes, guarantees repurchases or redeems any Indebtedness Disqualified Stock, (x) during the applicable period or (y) subsequent to the commencement end of the applicable period for which such ratio is being calculated but on or and prior to or simultaneously with the event for which the calculation of any such ratio or test is made (the “Calculation Date”)or compliance with any covenant is determined, then such financial ratio or test or determination of compliance shall be calculated giving pro forma effect to such incurrenceincurrence or repayment of Indebtedness, assumptionor such issuance, guarantee refinancing or redemption of IndebtednessDisqualified Stock, in each case to the extent required, as if the same had occurred at on the beginning last day of the applicable reference period. period (b) For purposes except that, in making such computation, the amount of making Indebtedness under any revolving credit facility shall be computed based upon the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary average daily balance of such Indebtedness during the reference applicable period or subsequent during the period from the date of creation of such facility to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent.calculation); (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date date of determination had been the applicable rate for the entire period (taking into account any Rate Management Obligations interest hedging arrangements applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable period, the actual interest may be used for the applicable portion of such period. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed Interest on a pro forma basis Finance Lease Obligation shall be computed based upon deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the average daily balance Company to be the rate of interest implicit in such Indebtedness during the reference periodFinance 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, Term SOFR, Daily One Month SOFR or other rate, shall be deemed determined to have been based upon the rate actually chosen, or, or if none, then based upon such optional rate chosen as the Borrower Company or a Restricted Subsidiary may designate. (e) Any Person that Whenever pro forma effect is to be given to any Specified Transaction, the pro forma calculations shall be made in good faith by a Subsidiary on responsible financial or accounting officer of the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference periodCompany.

Pro Forma Calculations. For (1) Notwithstanding anything to the contrary herein, financial ratios shall be calculated in the manner prescribed by this Section 1.08; provided that, notwithstanding anything to the contrary in clauses (2), (3) or (4) of this Section 1.08, when calculating any financial ratio for purposes of (a) determining Applicable Margins and pricing grid step-downs, (b) calculations of mandatory prepayments, (c) determining compliance with any ratio set forth hereinfinancial covenant (including any financial covenant under the ABL Credit Agreement and (d) any provisions related to the foregoing, such ratio the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be calculated in each case on a given pro forma basis as follows:effect. (2) For purposes of calculating the First Lien Net Leverage Ratio, the Total Net Leverage Ratio or any other financial ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (a) In during the event that the Borrower applicable Test Period or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness (b) subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08 then the financial ratios shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (3) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer and may include, for the avoidance of doubt, the amount of cost savings, operating expense 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 and synergies had been realized on the first day of such Test Period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period but, for the avoidance of doubt, subject to the limitations set forth in clause (g) of the definition of “Calculation DateConsolidated EBITDA” set forth herein) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions (such cost savings and synergies, “Specified Transaction Adjustments”); provided, that (a) such Specified Transaction Adjustments are reasonably identifiable and quantifiable in the good faith judgment of a Responsible Officer of the Borrower, (b) such actions are taken, committed to be taken or reasonably anticipated to be taken no later than twenty four (24) months after the date of such Specified Transaction, and (c) no amounts shall be added pursuant to this clause (3) to the extent duplicative of any amounts that are otherwise added back in calculating Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (4) 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 a financial covenant (in each case, other than Indebtedness incurred or repaid under any revolving credit facility (including, for the avoidance of doubt, the ABL Facility) in the ordinary course of business for working capital purposes), (a) during the applicable Test Period or (b) 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 each financial ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated in each case 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, the Secured Leverage Ratio and the Interest Coverage Ratio, as applicable, for purposes of (i) the Applicable ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a pro forma basis as follows: Pro Forma Basis) with any covenant set forth in Section 7.10(a) or (a) In b), the event events described in this Section 1.09 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage 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 ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany 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 reference periodapplicable Test Period. Additionally, if If since the beginning of such reference period any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period Test Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.09, then such ratio the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.09. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, Borrower to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements consistent with Regulation S-X or synergies are otherwise reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisitionincluding the amount of cost savings, such actions operating expense reductions and synergies that have been realized or are taken or committed expected to be taken no later than 15 realized within 12 months after the closing date of such acquisition Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and (zsynergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting actual benefits realized during such period from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agentsuch actions. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio or the Secured Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date 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 Rate Management Obligations 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. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed Interest on a pro forma basis Capitalized Lease shall be computed based upon deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the average daily balance Borrower to be the rate of interest implicit in such Indebtedness during the reference periodCapitalized 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 London interbank offered rate, or other rate, shall be deemed determined to have been based upon the rate actually chosenchose, or, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio Consolidated EBITDA, LQA Consolidated EBITDA, Consolidated Tangible Assets and any financial ratios or tests, including the Secured Net Leverage Ratio, shall be calculated in each case the manner prescribed by this Section 1.08; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.08, when calculating (i) the Secured Net Leverage Ratio for purposes of Section 2.05(b)(i), (ii) the Secured Net Leverage Ratio for purposes of determining actual compliance (and not pro forma compliance, compliance on a pro forma basis as follows: Pro Forma Basis or determining compliance giving Pro Forma Effect to a transaction) with Section 7.10 or (aiii) In the event Secured Net Leverage Ratio for the purposes of determining the Applicable Rate, the events described in this Section 1.08 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period applicable Test Period shall not be given pro forma effect except that for which purposes of determining the Applicable ECF Prepayment Percentage, at the election of the Borrower but without duplication to the extent such ratio reduction in Indebtedness that is being calculated secured by a Lien on the Collateral has already been taken into account in calculating the Applicable ECF Prepayment Percentage for the immediate preceding Excess Cash Flow Period, effects shall be given to all voluntary prepayments and repurchases of all such Indebtedness secured by a Lien on the Collateral made after the applicable Excess Cash Flow Period but on prior to the date of mandatory prepayment. (b) For purposes of calculating Consolidated EBITDA, LQA Consolidated EBITDA, Consolidated Tangible Assets and any financial ratios or tests, including the Secured Net Leverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, LQA Consolidated EBITDA or Consolidated Tangible Assets, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made, in each case, (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Consolidated EBITDA, LQA Consolidated EBITDA, Consolidated Tangible Assets 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, LQA Consolidated EBITDA and Consolidated Tangible Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Holdings, 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 1.08, then the Secured Net Leverage Ratio, Consolidated EBITDA, LQA Consolidated EBITDA and Consolidated Tangible Assets shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower and may include, for the avoidance of doubt, the amount of “Calculation Date”run rate” cost savings, operating expense reductions, business optimization, other operating improvements, synergies, integration, transition, facilities opening and pre-opening which result from or are related to the Transaction and other acquisitions, dispositions, operating improvements, restructurings, cost savings initiatives and similar initiatives and actions or events (including, without limitation, inventory optimization programs, software development costs and costs related to the closure or consolidation of facilities and curtailments, costs related to entry into new markets or geographic regions, consulting and other professional fees, signing costs, retention or completion bonuses, relocation and recruitment expenses, severance payments, modifications to or losses on settlement of pension and post-retirement employee benefit plans, new systems design, implementation costs and project startup costs), then in each case, 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, business optimization, other operating improvements, synergies, integration, transition, facilities opening and pre-opening which result from or are related to the Transaction and other acquisitions, dispositions, operating improvements, restructurings, cost savings initiatives and similar initiatives, actions or events and restructuring charges and expenses had been realized on the first day of such period and as if such cost savings, operating expense reductions, business optimization, other operating improvements, synergies, integration, transition, facilities opening and pre-opening which result from or are related to the Transaction and other acquisitions, dispositions, operating improvements, restructurings, cost savings initiatives and similar initiatives and actions or events were realized during the entirety of such period) relating to such Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that (A) such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Borrower), (B) such actions are taken, committed to be taken or expected to be taken after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA or LQA Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that, subject to compliance with the other provisions of this Section 1.08(c), amounts to be included in pro forma calculations pursuant to this Section 1.08(c) may be included in Test Periods in which the Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to Section 1.08(b). (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge, escrow or similar arrangements) any Indebtedness included in the calculations of the Secured Net Leverage Ratio (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 Secured Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference periodTest Period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date date such calculation is being made had been the applicable rate for the entire period (taking into account any Rate Management Obligations Swap Contract applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed Interest on a pro forma basis Capitalized Lease shall be computed based upon deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the average daily balance Borrower to be the rate of interest implicit in such Indebtedness during the reference periodCapitalized 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 interbank offered rateAdjusted Term SOFR, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate. (e) Any Person that On and after the date pro forma effect is to be given to a Permitted Acquisition or other Investment and on which the Borrower or any Restricted Subsidiary on the Calculation Date will is incurring or deemed to be incurring Indebtedness, which Permitted Acquisition or other Investment has yet to be consummated but for which a definitive agreement governing such Permitted Acquisition or other Investment has been executed and remains in effect, such pro forma effect shall be deemed to continue at all times thereafter, and such Permitted Acquisition or other Investment shall be deemed to have been a Subsidiary at consummated and all times during such Indebtedness incurred or deemed to be incurred in connection with such Permitted Acquisition or other Investment shall be deemed to be outstanding, for purposes of determining ratio-based conditions and baskets (including baskets that are determined on the reference periodbasis of Consolidated EBITDA, and LQA Consolidated EBITDA or Consolidated Tangible Assets) until such Permitted Acquisition or other Investment is consummated or such definitive agreement is terminated (it being understood that any Person such Indebtedness that is not a Subsidiary actually incurred shall continue to be treated as outstanding (until actually repaid) for such purposes notwithstanding the termination of such agreement or consummation of such Permitted Acquisition or other Investment); provided that pro forma effect shall also be given to Consolidated EBITDA or LQA Consolidated EBITDA in connection with any such Permitted Acquisition or other Investment as if such Permitted Acquisition or other Investment had occurred on the Calculation Date will first day of the applicable Test Period to the extent the applicable leverage ratio being so calculated would be deemed greater than the calculation of such leverage ratio without giving such pro forma effect to the calculation of Consolidated EBITDA or LQA Consolidated EBITDA after giving effect to the preceding provisions of this clause (e), but in no event shall such pro forma effect of the calculation of Consolidated EBITDA or LQA Consolidated EBITDA be given effect to the extent it would result in the applicable leverage ratio being less that the calculation of such leverage ratio without giving pro forma effect to such Permitted Acquisition or other Investment. (f) It is expressly understood and agreed that pro forma adjustments and calculations need not to have been a Subsidiary at any time during the reference period.be prepared in compliance with Regulation S-X.

Pro Forma Calculations. For purposes of determining compliance calculating the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio and the Consolidated Senior Secured Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, and in connection with any ratio set forth herein, such ratio shall be calculated in each case on a pro forma basis as follows: (a) In the event that the Borrower Permitted Acquisition or any Subsidiary incursInvestment permitted hereunder, assumes, guarantees after giving effect to any intended Disposition of any such acquired assets pursuant to Section 7.05(g)) that have been made (A) during the period in respect of which such calculations are required to be made or redeems any Indebtedness (B) subsequent to the commencement of the such period for which such ratio is being calculated but on or and prior to or simultaneously with the event for which the calculation of any such ratio is made on a pro forma basis (in the “Calculation Date”case of this clause (c)(i)(B), then solely with respect to determining pro forma compliance for such ratio event, and not for other purposes (including pricing or the applicable percentage for Excess Cash Flow prepayments)) shall be calculated giving on a pro forma effect to basis assuming that all such incurrence, assumption, guarantee Specified Transactions (and any increase or redemption of Indebtedness, as if decrease in Consolidated EBITDA and the same had occurred at the beginning component financial definitions used in either of the applicable reference period. (b) For purposes of making the computation referred foregoing attributable to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactionsSpecified Transaction) had occurred on the first day of the reference periodperiod in respect of which such calculations are required to be made. Additionally, if If since the beginning of such reference any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.03(c), then such ratio the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio and the Consolidated Senior Secured Net Leverage Ratio, shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.03(c). (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth herein, such ratio shall be calculated in each case on a pro forma basis as follows: (ai) In the event that the Borrower or any Borrower Subsidiary incurs, assumes, guarantees or redeems any Indebtedness subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or simultaneously with the event for which the calculation of such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (bii) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Borrower Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Borrower Subsidiary or was merged with or into the Borrower or any Borrower Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (ciii) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of accordance with Regulation S-X under the BorrowerSecurities Act. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes (not resulting from an acquisition), such actions are taken or committed to be taken no later than 15 24 months after date of such acquisition the Effective Date and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (div) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (ev) Any Person that is a Borrower Subsidiary on the Calculation Date will be deemed to have been a Borrower Subsidiary at all times during the reference period, and any Person that is not a Borrower Subsidiary on the Calculation Date will be deemed not to have been a Borrower Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Senior Secured Leverage Ratio and the Consolidated Leverage Ratio shall be calculated in each case on a pro forma basis as follows: the manner prescribed by this Section 1.08; provided that, notwithstanding anything to the contrary in clauses (ab), (c) In or (d) of this Section 1.08, when calculating the event Senior SecuredConsolidated Leverage Ratio for purposes of Section 2.03(b)(i), the events described in this Section 1.08 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Measurement Period shall not be given pro forma effect. (b) For purposes of calculating the Senior Secured Leverage Ratio and the Consolidated Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Measurement Period or (ii) subsequent to such ratio is being calculated but on or Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany 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 reference periodapplicable Measurement Period. Additionally, if If since the beginning of such reference period any applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period Measurement Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.08, then such ratio the Senior Secured Leverage Ratio and the Consolidated Leverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.08. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In additionBorrower and may include, any such for the avoidance of doubt, the amount of cost savings and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma calculation may include adjustments appropriatebasis as though such cost savings and synergies had been realized on the first day of such period and as if such cost savings and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits theretofore realized during such period from such actions; provided that (A) such amounts are reasonably identifiable, quantifiable and supportable in the reasonable determination good faith judgment of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (xB) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken, committed to be taken or committed expected to be taken no later than 15 twelve (12) months after the date of such acquisition Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (zD) the aggregate amount of projected operating expense reductions, operating improvements cost savings and synergies in respect of operational changes added pursuant to this clause (not resulting from an acquisitionc) included in for any pro forma calculation such period after the Closing Date shall not exceed $20,000,000 10% of Consolidated EBITDA for such Measurement Period (giving pro forma effect to the relevant Specified Transaction (but not to any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agentcost savings or synergies)). (d) If 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 bears a floating rate included in the calculations of interest the Senior Secured Leverage Ratio and the Consolidated 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 Measurement Period or (ii) subsequent to the end of the applicable Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is being given pro forma effectmade, then the interest on such Indebtedness Senior Secured Leverage Ratio and the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the rate in effect same had occurred on the Calculation Date had been last day of the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designateMeasurement Period. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. (a) For purposes of determining compliance with any ratio set forth hereinthe calculation of the First Lien Net Leverage Ratio, Secured Net Leverage Ratio or the Total Net Leverage Ratio, in the period from the Closing Date to the first date on which Borrower is required to deliver financial statements pursuant to Section 5.4, such ratio shall be calculated in each case based on Consolidated Adjusted EBITDA for the four consecutive fiscal quarters of the Borrower ended June 30, 2015 (calculated on a pro forma basis as followsPro Forma Basis). (b) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of: (ai) In the event that the Borrower or determining compliance with any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness subsequent to the commencement provision of the period for this Agreement which such ratio is being calculated but on or prior to or simultaneously with the event for which requires the calculation of the Total Net Leverage Ratio, First Lien Net Leverage Ratio or Secured Net Leverage Ratio; or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets); in each case, at the option of the Borrower (the Borrower’s election to exercise such ratio option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is made permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “Calculation LCA Test Date”), then such ratio shall and if, after giving Pro Forma Effect to the Limited Condition Acquisition and the other transactions to be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption entered into in connection therewith (including any incurrence of Indebtedness, Indebtedness and the use of proceeds thereof) as if the same they had occurred at the beginning of the applicable reference period. (b) Test Period, the Borrower 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. For purposes the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in currency exchange rates, in any such ratio or basket, including due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making the computation referred to above, of Investments, acquisitionsRestricted Payments, prepayments of Junior Financing, dispositions, mergers or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent prior to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day earlier of the reference period. Additionally, if since date on which such Limited Condition Acquisition is consummated or the beginning definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such reference period Limited Condition Acquisition, any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio or basket shall be calculated giving pro forma effect thereto for on a Pro Forma Basis assuming such reference period as if such Investment, acquisition, disposition, merger or consolidation Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and all related financing transactionsthe use of proceeds thereof) had occurred at the beginning of the reference periodhave been consummated. (c) For purposes of calculating the calculations referred to herein, whenever pro forma effect is principal amount of Indebtedness permitted to be given incurred pursuant to a transaction, the pro forma calculations (including any cost savings associated therewithw) shall be made in good faith by a responsible financial either Section 2.20(d)(iv) or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate(h), in the reasonable determination of the Borrowereach case, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that reliance on clause (x) such operating expense reductions and other operating improvements of the definition “Incremental Amount,” (x) Section 6.1(c) or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisitionSection 6.1(j) (collectively, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions“Ratio-Based Debt Baskets”), operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation of the Total Net Leverage Ratio or the First Lien Net Leverage Ratio, as applicable, shall not exceed $20,000,000 for be determined without giving effect to any four consecutive fiscal quarter period unless otherwise approved by other incurrence of Indebtedness on the Administrative Agentdate of determination pursuant to Section 2.20(d)(iv) or (h) in reliance on clauses (y) or (z) of the definition “Incremental Amount” and/or any clause or sub-clause of Section 6.01 other than a Ratio-Based Debt Basket. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making calculating the computation referred amount of Liens permitted to abovebe incurred pursuant to (x) (solely with respect to Indebtedness incurred pursuant to Section 2.20(d)(iv) or (h) in reliance of clause (x) of the definition of “Incremental Amount”) Section 6.2(b), interest on or (y) Section 6.2(dd) (collectively, the “Ratio-Based Lien Baskets”), any Indebtedness under a revolving credit facility computed on a pro forma basis calculation of the First Lien Net Leverage Ratio shall be computed based upon the average daily balance determined without giving effect to any other incurrence of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary Liens on the Calculation Date will be deemed date of determination pursuant to have been Section 2.20(d)(iv) or (h) in reliance on clauses (y) or (z) of the definition “Incremental Amount” and/or any clause or sub-clause of Section 6.2 other than a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference periodRatio-Based Lien Basket.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Consolidated First Lien/First Out Leverage Ratio, the Consolidated Fixed Charge Coverage Ratio and the Consolidated Total Leverage Ratio shall be calculated in each case the manner prescribed by this Section 1.04. (b) For purposes of calculating the Consolidated First Lien/First Out Leverage Ratio, the Consolidated Fixed Charge Coverage Ratio and the Consolidated Total Leverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been consummated (i) during the most recent Fiscal Quarter of the Borrower or (ii) subsequent to such Fiscal Quarter 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 as follows:assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of such Fiscal Quarter. (ac) If pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a financial or accounting Responsible Officer of the Borrower and include only those adjustments that would be permitted or required by Regulation S-X together with those adjustments that (i) have been certified by such Responsible Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (ii) are (x) directly attributable to the Pro Forma Transactions with respect to which such adjustments are to be made, (y) expected to have a continuing impact on the Loan Parties and (z) factually supportable and reasonably identifiable. (d) In the event that the Borrower or any Subsidiary incursincurs (including by assumption or guarantees) or repays (including by redemption, assumesrepayment, guarantees retirement or redeems extinguishment) any Indebtedness included in the calculations of the Consolidated First Lien/First Out Leverage Ratio, the Consolidated Fixed Charge Coverage Ratio and the Consolidated Total Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) subsequent to the commencement end of the period for which such ratio is being calculated but on or most recent Fiscal Quarter of the Borrower and prior to to, or simultaneously with with, the event for which the calculation of any such ratio is made (the “Calculation Date”)made, then such ratio shall be calculated after giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first last day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodFiscal Quarter. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. (a) For purposes of determining compliance with any ratio set forth hereincalculation of the First Lien Leverage Ratio, such ratio shall be calculated Consolidated EBITDA or Total Leverage Ratio, in each case on a pro forma basis as follows: (a) In the event that any Specified Transaction has occurred during the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness subsequent to the commencement of the period Test Period for which such ratio the First Lien Leverage Ratio, Consolidated EBITDA or Total Leverage Ratio is being calculated but or following the end of such Test Period and on or prior to the date of determination, such calculation shall be made on a Pro Forma Basis. (b) Notwithstanding anything in this Agreement or simultaneously any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the event for which consummation of a Limited Condition Acquisition, the calculation date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is made continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “Calculation LCA Test Date”)) and if, then after such ratio shall be calculated ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such incurrence, assumption, guarantee or redemption Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness, ) as if the same had they occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by being used to calculate such financial ratio ending prior to the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effectLCA Test Date, the interest on Borrower could have taken such Indebtedness shall be calculated as if the rate in effect action on the Calculation relevant LCA Test Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to in compliance with such Indebtedness). For purposes of making the computation referred to aboveratios and provisions, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, provisions shall be deemed to have been based upon complied with. For the rate actually chosenavoidance of doubt, or(x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date ratios and other provisions will not be deemed to have been exceeded as a Subsidiary result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at all times during the reference periodtime of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any Person that is not such ratio or basket shall be calculated on a Subsidiary on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the Calculation Date will be deemed not to use of proceeds thereof) have been a Subsidiary at any time during the reference periodconsummated.

Pro Forma Calculations. For Solely for purposes of determining compliance with whether any ratio set forth hereinaction is otherwise permitted to be taken hereunder, such ratio (i) any calculation to be determined on a “pro forma” basis, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Total Leverage Ratio, in each case, shall be calculated in each case on a pro forma basis as follows: (aA) In For purposes of making the computation referred to above, in the event that the Borrower Holdings or any Restricted Subsidiary incurs, assumes, guarantees guarantees, redeems, retires or redeems extinguishes any Indebtedness subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or simultaneously with the event for which the calculation of such ratio is made (the a “Calculation Date”), then such ratio calculation shall be calculated made giving pro forma effect to such incurrence, assumption, guarantee guarantee, redemption, retirement or redemption extinguishment of Indebtedness, Indebtedness as if the same had occurred at the beginning of the applicable reference periodTest Period; provided that, for purposes of making the computation of Consolidated Total Leverage for the computation of Consolidated Total Leverage Ratio referred to above, Consolidated Total Leverage shall be Consolidated Total Leverage as of the date the relevant action is being taken. (bB) For purposes of making the computation referred to above, if any Investments, acquisitions, dispositions, mergers and consolidations that have been Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made by the Borrower (or any Subsidiary during the reference period or committed to be made pursuant to a definitive agreement) subsequent to the reference commencement of the period and for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date Date, then such calculation shall be given made giving pro forma effect as if all to such Investments, acquisitions, dispositions, mergers Dispositions and consolidations (and all related financing transactions) designations as if the same had occurred on at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (o) of and the last proviso of the first day sentence of the reference period. Additionally, if definition of “Consolidated EBITDA.” If since the beginning of such reference period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger Investment or consolidation Disposition that would have required adjustment pursuant to this definitionprovision, then such ratio calculation shall be calculated made giving pro forma effect thereto for such reference period Test Period as if such Investment, acquisition, disposition, merger Investment or consolidation (and all related financing transactions) Disposition had occurred at the beginning of the reference periodapplicable Test Period. (cC) For purposes of determining any financial ratio or making any financial covenant calculation for any period or a portion of a period prior to the calculations first delivery of financial statements pursuant to Section 6.1, the Consolidated Total Leverage Ratio shall be determined based on the most recent financial statements of Holdings that have been furnished as referred to hereinin Section 4.1, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (includingand, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by compliance with the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and Consolidated Total Leverage Ratio is being given pro forma effectrequired, the interest on levels for such Indebtedness Consolidated Total Leverage Ratio shall be calculated as if the rate levels set forth in effect on the Calculation Date had been the applicable rate Section 7.1(a) for the entire fiscal period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to aboveended March 31, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate2011. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining Notwithstanding anything to the contrary herein, to the extent that compliance with any ratio set forth hereintest or covenant hereunder may be determined on a Pro Forma Basis, the determination or calculation of such ratio test (and the related defined terms used therein) shall be calculated in each case on a pro forma basis as follows: (a) In Specified Transactions (and the event that the Borrower incurrence or any Subsidiary incurs, assumes, guarantees or redeems repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Measurement Period and (ii) subsequent to the commencement of the period for which such ratio is being calculated but on or 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 had occurred on the first day of the applicable Measurement Period. If since the beginning of any applicable Measurement 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 Measurement Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then the applicable test or covenant shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (b) Whenever pro forma effect is to be given to a Specified Transaction, the “Calculation Date”pro forma calculations shall be made in good faith by a Financial Officer of the Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements and synergies actually realized as of the date of such pro forma calculation (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions. (c) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (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 Measurement Period and (ii) subsequent to the end of the applicable Measurement Period and prior to or simultaneously with the event for which the calculation of any such test or covenant (and the related defined terms used therein) is made, then such ratio test or covenant (and the related defined terms used therein), shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodapplicable Measurement Period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with calculating the Financial Covenants for any ratio set forth hereinfiscal period (a “Reference Period”) for all purposes in this Agreement, such ratio shall be calculated Specified Transactions (and the incurrence or repayment of any Indebtedness in each case on a pro forma basis as follows: connection therewith) that have been made (a) In the event that the Borrower during such Reference Period or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness (b) subsequent to the commencement of the period for which such ratio is being calculated but on or Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio on a pro forma basis shall be calculated giving on a pro forma effect to basis assuming that all such incurrence, assumption, guarantee Specified Transactions (and any increase or redemption of Indebtedness, as if decrease in Consolidated EBITDA and Consolidated Interest Expense and the same had occurred at the beginning component financial definitions used in either of the applicable reference period. (b) For purposes of making the computation referred foregoing attributable to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactionsSpecified Transaction) had occurred on the first day of the reference periodsuch Reference Period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date date such calculation is being made had been the applicable rate for the entire period (taking into account any Rate Management Obligations Hedging Agreement applicable to such Indebtedness). For purposes of making the computation referred to above, interest Interest on any Indebtedness under a revolving credit facility computed on a pro forma basis Capital Lease Obligations shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined deemed to accrue at an interest rate based upon reasonably determined by a factor Responsible Officer of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall Administrative Borrower to be deemed to have been based upon the rate actually chosenof interest implicit in such Capital Lease Obligation in accordance with GAAP. If, orsince the beginning of any applicable Reference Period, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not subsequently became a Subsidiary on or was merged, amalgamated or consolidated with or into any Borrower or any of its Subsidiaries since the Calculation Date will beginning of such period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.10, then the Financial Covenants shall be deemed not calculated to have been give pro forma effect thereto in accordance with this Section 1.10. Whenever pro forma effect is to be given to a Subsidiary at any time during Specified Transaction, the reference periodpro forma calculations shall be made in good faith by a Responsible Officer of Administrative Borrower based upon amounts that are reasonably identifiable and factually supportable.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Consolidated Net Total Leverage Ratio and the Consolidated Net Total Secured Leverage Ratio shall be calculated in each case the manner prescribed by this Section 1.3; provided that notwithstanding anything to the contrary in clause (b), (c) or (d) of this Section 1.3, when calculating the Consolidated Net Total Leverage Ratio for purposes of (i) the Excess Cash Flow Percentage and (ii) determining actual compliance (and not compliance on a pro forma basis as follows: (abasis) In with Section 7.1, the event events described in this Section 1.3 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the applicable period for which shall not be given pro forma effect. (b) For purposes of calculating the Consolidated Net Total Leverage Ratio and the Consolidated Net Total Secured Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable period and (ii) subsequent to such ratio is being calculated but on or 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 “Calculation Date”component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable period. If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Holdings or any of its Restricted Subsidiaries since the beginning of such period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then the Consolidated Net Total Leverage Ratio and the Consolidated Net Total Secured Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.3. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of Holdings and include, for the avoidance of doubt, the amount of cost savings and synergies projected by Holdings in good faith to be reasonably anticipated to be realizable within 12 months after the closing date of such Specified Transaction (provided that to the extent any such operational changes are not associated with a transaction, such changes shall be limited to those for which all steps have been taken for realizing such savings and are factually supportable, reasonably identifiable and supported by an officer’s certificate delivered to the Administrative Agent) (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; provided that any increase in Consolidated EBITDA as a result of cost savings and synergies shall be subject to the limitations set forth in the definition of Consolidated EBITDA. (d) In the event that a 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 Net Total Leverage Ratio and the Consolidated Net Total 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), then (i) during the applicable period and (ii) subsequent to the end of the applicable period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Net Total Leverage Ratio and the Consolidated Net Total Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For (1) Notwithstanding anything to the contrary herein, financial ratios shall be calculated in the manner prescribed by this Section 1.08; provided that, notwithstanding anything to the contrary in clauses (2), (3) or (4) of this Section 1.08, when calculating any financial ratio for purposes of (a) determining Applicable Margins and pricing grid step-downs, (b) calculations of mandatory prepayments, (c) determining compliance with any ratio set forth hereinfinancial covenant (including any financial covenant under this Agreement) and (d) any provisions related to the foregoing, such ratio the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be calculated in each case on a given pro forma basis as follows:effect. (2) For purposes of calculating the First Lien Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio or any other financial ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (a) In during the event that the Borrower applicable Test Period or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness (b) subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08 then the financial ratios shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (3) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer and may include, for the avoidance of doubt, the amount of cost savings, operating expense 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 and synergies had been realized on the first day of such Test Period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period but, for the avoidance of doubt, subject to the limitations set forth in clause (g) of the definition of “Calculation DateConsolidated EBITDA” set forth herein) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions (such cost savings and synergies, “Specified Transaction Adjustments”); provided, that (a) such Specified Transaction Adjustments are reasonably identifiable and quantifiable in the good faith judgment of a Responsible Officer of the Borrower, (b) such actions are taken, committed to be taken or reasonably anticipated to be taken no later than twenty four (24) months after the date of such Specified Transaction, and (c) no amounts shall be added pursuant to this clause (3) to the extent duplicative of any amounts that are otherwise added back in calculating Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (4) 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 a financial covenant (in each case, other than Indebtedness incurred or repaid under any revolving credit facility (including, for the avoidance of doubt, the Revolving Facility) in the ordinary course of business for working capital purposes), (a) during the applicable Test Period or (b) 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 each financial ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio Adjusted EBITDA, EBITDA, Consolidated Net Income and any financial ratios or tests, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio, shall be calculated in each case the manner prescribed by this Section 1.08; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.08, when calculating the Total Net Leverage Ratio for purposes of determining actual compliance (and not Pro Forma Compliance, compliance on a pro forma basis as follows: (aPro Forma Basis or determining compliance giving Pro Forma Effect to a transaction) In with Section 7.01, the event events described in this Section 1.08 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Test Period shall not be given Pro Forma Effect. (b) For purposes of calculating Adjusted EBITDA, EBITDA, Consolidated Net Income and any financial ratios or tests, 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 or (ii) subsequent to such ratio is being calculated but on or 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 (the “Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations on a Pro Forma Basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany increase or decrease in Adjusted EBITDA, EBITDA, Consolidated Net Income and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodapplicable Test Period. (c) For purposes of the calculations referred to herein, whenever pro forma effect Whenever Pro Forma Effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer Responsible Officer of the Borrower. In additionParent Borrower and may include, any such pro forma calculation may include adjustments appropriatefor the avoidance of doubt, in the reasonable determination amount of the Borrowercost savings, to reflect any operating expense reductions and other operating improvements or synergies projected described in good faith to result from any acquisition, amalgamation, merger or operational change clause (including, to the extent applicable, from the Transactions)g) of “Adjusted EBITDA”; provided that (xA) such operating expense reductions and other operating improvements or synergies amounts are reasonably identifiable and factually supportablesupportable (in the good faith determination of the Parent Borrower), (yB) with respect to operational changes resulting from an acquisition, such actions are taken, committed to be taken or committed expected to be taken no later than 15 twenty-four (24) months after the date of such acquisition Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Adjusted EBITDA or EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (zD) it is understood and agreed that, subject to compliance with the aggregate amount other provisions of projected operating expense reductionsthis Section 1.08(c), operating improvements and synergies in respect of operational changes (not resulting from an acquisition) amounts to be included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by calculations pursuant to this Section 1.08(c) may be included in Test Periods in which the Administrative AgentSpecified Transaction to which such amounts relate to is no longer being given Pro Forma Effect pursuant to Section 1.08(b). (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total 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 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 First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated giving Pro Forma Effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. If any Indebtedness bears a floating rate of interest and is being given pro forma effectPro Forma Effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date date such calculation is being made had been the applicable rate for the entire period (taking into account any Rate Management Obligations Swap Agreement applicable to such Indebtedness). For purposes of making the computation referred to above, interest Interest on any Indebtedness under a revolving credit facility computed on a pro forma basis Capital Lease Obligations shall be computed based upon deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the average daily balance Parent Borrower to be the rate of interest implicit in such Indebtedness during the reference periodCapital 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 deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Parent Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth herein, such ratio shall be calculated in each case on a pro forma basis as follows: (a) In the event that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or simultaneously with the event for which the calculation of such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 12 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 5% of Consolidated EBITDA for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Total Leverage Ratio and the Interest Coverage Ratio shall be calculated in each case the manner prescribed by this Section 1.10; provided, that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.10, when calculating the Total Leverage Ratio and the Interest Coverage Ratio, as applicable, for purposes of (i) the definition of “Applicable Margin,” (ii) the Applicable ECF Percentage of Excess Cash Flow and (iii) determining actual compliance (and not Pro Forma Compliance or compliance on a pro forma basis as follows: (aPro Forma Basis) In with any covenant pursuant to Section 7.11, the event events described in this Section 1.10 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio and the Interest Coverage 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 ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany 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 reference periodapplicable Test Period. Additionally, if If since the beginning of such reference period any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period Test Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.10, then such ratio the Total Leverage Ratio and the Interest Coverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.10. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of Holdings and include, for the Borrower. In additionavoidance of doubt, any such pro forma calculation may include adjustments appropriatethe amount of cost savings, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected by Holdings in good faith to be realized as a result from any acquisitionof specified actions taken during such period (calculated on a pro forma basis as though such cost savings, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other synergies had been realized on the first day of such period as if such cost savings, operating improvements or expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided, that (A) such amounts are reasonably identifiable and factually supportablesupportable in the good faith judgment of Holdings, (yB) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 within eighteen (18) months after the date of such acquisition Specified Transaction, (C) any cost savings, operating expense reductions and synergies that are not actually realized during such period may no longer be added pursuant to this clause (c) after the end of the fourth full fiscal quarter ending after the date of such Specified Transaction, and (zD) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. Notwithstanding the foregoing, (A) in no event shall the aggregate amount of projected operating expense reductionspro forma adjustments under this clause (c) together with any add backs pursuant to clause (xi) of the definition of Consolidated EBITDA, operating improvements increase Consolidated EBITDA by more than 7.5% for any Test Period, and synergies in respect of operational changes (B) pro forma adjustments under this clause (c) shall not resulting from an acquisition) be included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by computations of the Administrative AgentApplicable Margin pursuant to Section 2.08 or the Applicable ECF Percentage pursuant to Section 2.05(b)(i). (d) In the event that Holdings or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date 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 Rate Management Obligations 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. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed Interest on a pro forma basis Capitalized Lease Obligation shall be computed based upon deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Holdings to be the average daily balance rate of interest implicit in such Indebtedness during the reference periodCapitalized 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 London interbank offered rate, or other rate, shall be deemed determined to have been based upon the rate actually chosenchose, or, or if none, then based upon such optional rate chosen as the Borrower Holdings may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated in each case on a pro forma basis as follows: the manner prescribed by this Section 1.09; provided, that notwithstanding anything to the contrary in clauses (ab), (c) In or (d) of this Section 1.09, when calculating the event Total Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 1.09 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage 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 (ii) subsequent to such ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany 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 reference periodapplicable Test Period. Additionally, if If since the beginning of such reference period any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period Test Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.09, then such ratio the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.09. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In additionBorrower and may include, any such for the avoidance of doubt, the amount of cost savings, operating expense 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 calculation may include adjustments appropriatebasis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided, that (A) such amounts are reasonably identifiable, quantifiable and factually supportable in the reasonable determination good faith judgment of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (xB) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken, committed to be taken or committed expected to be taken no later than 15 24 months after the date of such acquisition Specified Transaction, (C) any cost savings, operating expense reductions and synergies that are not actually realized during such period may no longer be added pursuant to this clause (c) after the end of the fourth full fiscal quarter ending after the date of such Specified Transaction, and (zD) no amounts shall be added pursuant to this clause (c) to the aggregate amount extent duplicative of projected any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. Notwithstanding the foregoing, (A) all pro forma adjustments under this clause (c) shall not increase pro forma Consolidated EBITDA by more than 10% for any Test Period, (B) any cost savings, operating expense reductions, operating improvements reductions or synergies to be realized in such Test Period shall not be added back in computing the Applicable ECF Percentage and synergies (C) no pro forma adjustments under this clause (c) shall be made in respect of operational changes the Transactions (the foregoing not resulting from an acquisitionbeing intended to limit the operation of paragraph (a)(viii) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by of the Administrative Agentdefinition of “Consolidated EBITDA”). (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period in the case of the Total Leverage Ratio and the Senior Secured Leverage Ratio and the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date 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 Rate Management Obligations hedging obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed Interest on a pro forma basis Capitalized Lease shall be computed based upon deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the average daily balance Borrower to be the rate of interest implicit in such Indebtedness during the reference periodCapitalized 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 London interbank offered rate, or other rate, shall be deemed determined to have been based upon the rate actually chosen, or, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (e) Any Person that is a Subsidiary on Whenever any provision of this Agreement requires the Calculation Date will Borrower to be deemed in Pro Forma Compliance with the Financial Ratios or to have been a Subsidiary at all times during specified Total Leverage Ratio on a Pro Forma Basis in connection with any action to be taken by the reference periodBorrower hereunder, and any Person that is not the Borrower shall deliver to the Administrative Agent a Subsidiary on certificate of a Responsible Officer setting forth in reasonable detail the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference periodcalculations demonstrating such compliance or such Total Leverage Ratio.

Pro Forma Calculations. For purposes of determining (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio, and compliance with any ratio set forth hereincovenants determined by reference, such ratio directly or indirectly, to Consolidated EBITDA or Total Assets, shall be calculated in each case on a pro forma basis as follows:the manner prescribed by this Section 1.06. (ab) In For purposes of calculating such financial ratios and tests and compliance with such covenants determined by reference, directly or indirectly, to Consolidated EBITDA or Total Assets, Specified Transactions (and the event that the Borrower incurrence or any Subsidiary incurs, assumes, guarantees or redeems repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or (ii) subsequent to the commencement of the period for which such ratio is being calculated but on or 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 “Calculation Date”component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.06, then the Total Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.06. (c) In the event that the Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of such financial ratios or tests (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes unless such Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period in the case of the Total Net Leverage Ratio (or any similar ratio or test). (bd) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In additionBorrower and may include, any such pro forma calculation may include adjustments appropriatefor the avoidance of doubt, in the reasonable determination amount of the Borrower“run rate” cost savings, to reflect any operating expense reductions and other operating improvements synergies resulting from or synergies relating to any Specified Transaction (including the Transactions) projected by the Borrower in good faith to be realized as a result from any acquisitionof specified actions taken, amalgamationcommitted to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other synergies had been realized on the first day of such period and as if such cost savings, operating improvements expense reductions and synergies were realized during the entirety of 38669945_32 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 synergies 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 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) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided, that (A) such amounts are reasonably identifiable and factually supportablesupportable in the good faith judgment of the Borrower, (yB) with respect to operational changes resulting from an acquisition, such actions are taken, committed to be taken or committed expected to be taken no later than 15 eighteen (18) months after the date of such acquisition Specified Transaction, (C) no amounts shall be added pursuant to this clause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (zD) the aggregate amount of projected operating expense reductions, operating improvements cost savings and synergies in respect of operational changes added pursuant to this clause (not resulting from an acquisitiond) included in for any pro forma calculation such period after the Effective Date shall not exceed $20,000,000 20% of Consolidated EBITDA for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. such Test Period (d) If any Indebtedness bears a floating rate of interest and is being given giving pro forma effecteffect to the relevant Specified Transaction (but not to any cost savings or synergies)); provided that any increase to Consolidated EBITDA as a result of cost savings, the interest on such Indebtedness operating expense reductions and synergies pursuant to this Section 1.06(d) shall be calculated as if subject to the rate limitation set forth in effect on the Calculation Date had been final proviso of clause (x) of the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes definition of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designateConsolidated EBITDA. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated in each case the manner prescribed by this Section 1.5; provided, that notwithstanding anything to the contrary in clause (b) or (c) of this Section 1.5, when calculating Secured Leverage Ratio for the purposes of (i) the ECF Percentage of Excess Cash Flow or (ii) determining actual compliance (not compliance on a pro forma basis as follows: (aPro Forma Basis) In with the event Financial Maintenance Covenant, the events described in this Section 1.5 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or simultaneously with the event for which the calculation of such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning end of the applicable reference periodTest Period, other than consummation of the Transactions, shall not be given pro forma effect. (b) For purposes of making calculating the computation referred to aboveSecured Leverage Ratio and Total Leverage Ratio, Investments, acquisitions, dispositions, mergers Pro Forma Transactions (and consolidations the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Borrower or any Subsidiary (i) during the reference period Relevant Reference Period or (ii) subsequent to the reference such period and on or prior to or simultaneously with the Calculation Date event with respect to which the calculation of any such ratio is being made shall be given calculated on a pro forma effect as if basis assuming that all such Investments, acquisitions, dispositions, mergers and consolidations Pro Forma Transactions (and all related financing transactionsany increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the reference periodRelevant Reference Period (it being understood and agreed that Consolidated Interest Expense of such Person attributable to interest on any Indebtedness bearing floating interest rates, for which pro forma effect is being given, shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods). Additionally, if If since the beginning of such reference period any Relevant Reference Period any Person that US-DOCS\73723759.13 subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower Parent or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period Relevant Reference Period shall have made any Investment, acquisition, disposition, merger or consolidation Pro Forma Transaction that would have required adjustment pursuant to this definitionSection 1.5, then such ratio the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.5. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionPro Forma Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer Responsible Officer of Parent and shall include, without duplication, adjustment for the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected Consolidated EBITDA (as determined in good faith to result from by Parent) represented by any acquisition, amalgamation, merger Person or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions line of business acquired or disposed of and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period avoidance of doubt, any adjustments relating to Pro Forma Transactions provided for under clause (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes a)(x) of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance definition of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designateConsolidated EBITDA. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with whether any ratio set forth hereinaction is otherwise permitted to be taken hereunder, such ratio the Fixed Charge Coverage Ratio, Total Net Leverage Ratio and Senior Secured Net Leverage Ratio shall be calculated in each case on a pro forma basis as follows: (a) In the event that the any Borrower or any Restricted Subsidiary (i) incurs, assumesredeems, guarantees retires or extinguishes any Indebtedness or (ii) issues or redeems any Indebtedness Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or simultaneously with the event for which the calculation of such ratio is made (the a “Ratio Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, assumptionredemption, guarantee retirement or extinguishment of Indebtedness, or such issuance or redemption of IndebtednessDisqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable reference four-quarter period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers mergers, amalgamations, consolidations and consolidations that have been discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made by the Borrower (or any Subsidiary committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to the such reference period and on or prior to or simultaneously with the relevant Ratio Calculation Date, and other operational changes that any Borrower or any of its Restricted Subsidiaries has 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 given calculated on a pro forma effect basis in accordance with GAAP as if of the date the most recent period for which Section 5.04 Financials have been delivered, assuming that all such Investments, acquisitions, dispositions, mergers mergers, amalgamations, consolidations, discontinued operations and consolidations (and all related financing transactions) other operational changes had occurred on the first day of the four-quarter reference period. Additionally, if If since the beginning of such reference period any Person that subsequently became a Restricted Subsidiary or was merged with or into the any Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period shall have made any Investment, acquisition, dispositionDisposition, merger merger, amalgamation, consolidation, discontinued operation or consolidation operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, dispositionDisposition, merger merger, consolidation, discontinued operation or consolidation (and all related financing transactions) operational change had occurred at the beginning of the reference applicable four-quarter period. (c) For purposes of the calculations referred to hereinthis Section 1.08, whenever pro forma effect is to be given to a transactionany Investment, acquisition, Disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the BorrowerLead Borrower as set forth in an Officer’s Certificate, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) supportable and otherwise comply with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date the limitations set forth in the definition of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent“Consolidated EBITDA”. (d) If any Indebtedness bears Interest on a floating Capitalized Lease Obligation shall be deemed to accrue at the interest rate reasonably determined by a responsible financial or accounting officer of the Lead Borrower to be the rate of interest and is being given pro forma effect, the interest on implicit in such Indebtedness shall be calculated as if the rate Capitalized Lease Obligation in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness)accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Lead Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Consolidated Interest Coverage Ratio and the Consolidated Net Leverage Ratio shall be calculated in each case the manner prescribed by this Section 1.10; provided that notwithstanding anything to the contrary herein, when calculating any such ratio as of the last day of any Measurement Period for the purpose of (i) the definition of Applicable Percentage or Applicable Fee Rate, (ii) calculation of the amount of any mandatory prepayment pursuant to Section 2.05(b)(i) or (iii) actual compliance with Section 7.11 (as opposed to determining compliance with the Consolidated Net Leverage Ratio on a pro forma basis as follows: Pro Forma Basis for other purposes of this Agreement), the events set forth in clauses (ab), (c) In the event and (d) below that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Measurement Period shall not be given pro forma effect. (b) For purposes of calculating the Consolidated Interest Coverage Ratio and the Consolidated Net Leverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been consummated (i) during the applicable Measurement Period or (ii) subsequent to such ratio is being calculated but on or 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 Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the “Calculation Date”)component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the applicable Measurement Period. (c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a financial or accounting Responsible Officer of the Reporting Company and include only those adjustments that would be (a) permitted or required by Regulation S-X together with those adjustments that (i) have been certified by a financial or accounting Responsible Officer of the Reporting Company as having been prepared in good faith based upon reasonable assumptions and (ii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent or (b) allowed by the definition of Consolidated EBITDA. (d) In the event that the Reporting Company or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculation of the Consolidated Net Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) subsequent to the end of the applicable Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such ratio the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodMeasurement Period. (be) For purposes of making calculating the computation referred to above, Investments, acquisitions, dispositions, mergers Consolidated Interest Coverage Ratio and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and Consolidated Net Leverage Ratio for Measurement Periods ending on or prior to the date which is 15 months after the Pace Acquisition Date, the amount of “run rate” cost savings, operating expense reductions, other operating improvements and acquisition or simultaneously cost synergies projected by the Reporting Company in good faith to be realized (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken by the Reporting Company or any Subsidiary in connection with the Calculation Date Transaction shall be given pro forma effect as if all in making such Investmentscalculations; provided that (1) such cost savings, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies (x) are projected by the Reporting Company in good faith to result from any acquisition, amalgamation, merger or operational change actions taken (including, in the good faith determination of the Reporting Company) within 12 months after the date the Transaction is consummated (to the extent applicablethat the Reporting Company reasonably expects to realize such savings, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies within 12 months after the date any such actions are taken) and (y) are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition supportable and (z2) the aggregate amount of projected no cost savings, operating expense reductions, operating improvements and synergies in respect shall be added pursuant to this clause (e) to the extent duplicative of operational changes (not resulting from an acquisition) included in any expenses or charges otherwise added to Consolidated Net Income, whether through a pro forma calculation shall not exceed $20,000,000 adjustment or otherwise, for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agentsuch period. (df) If Notwithstanding any Indebtedness bears a floating rate provision herein to the contrary, determinations of interest (i) the applicable pricing level under the definition of “Applicable Fee Rate” and is being given pro forma effect, “Applicable Rate” and (ii) compliance with the interest on such Indebtedness financial covenants shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed made on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designatePro Forma Basis. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. (a) Any financial ratio or test or compliance with any covenants determined by reference to Consolidated EBITDA, Consolidated Tangible Assets or any component definition thereof shall be calculated in a manner prescribed by this Section 1.8. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the applicable period for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended period for which the financial statements of the Consolidated Parties are available (as determined in good faith by the Company). (b) For purposes of determining compliance with any provision of this Agreement, including the determination of any financial ratio set forth hereinor test, any Specified Transaction that has occurred (i) during the applicable period or (ii) subsequent to such ratio period and prior to or simultaneously with the event for which the determination of any such ratio, test or compliance with covenants is being made shall be calculated in each case determined on a pro forma basis as follows:(including giving effect to those specified in accordance with the definitions of “Consolidated EBITDA” and “Consolidated Net Income” and any component definitions thereof) assuming that all such Specified Transactions (including such Specified Transaction for which such compliance is being determined) had occurred on the first day of the applicable period. If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into an Obligor or any Restricted Subsidiary since the beginning of such period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.8, then for purposes of determining compliance with any provision of this Agreement, including the determination of any financial ratio or test, such Specified Transactions shall be calculated to give pro forma effect thereto in accordance with this Section 1.8. (ac) In the event that the (i) any Obligor or Restricted Subsidiary incurs (including by assumption or guarantee) or repays or refinances (including by redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and not replaced) or (ii) any Borrower or any Restricted Subsidiary incursissues, assumes, guarantees repurchases or redeems any Indebtedness Disqualified Stock, (x) during the applicable period or (y) subsequent to the commencement end of the applicable period for which such ratio is being calculated but on or and prior to or simultaneously with the event for which the calculation of any such ratio or test is made (the “Calculation Date”)or compliance with any covenant is determined, then such financial ratio or test or determination of compliance shall be calculated giving pro forma effect to such incurrenceincurrence or repayment of Indebtedness, assumptionor such issuance, guarantee refinancing or redemption of IndebtednessDisqualified Stock, in each case to the extent required, as if the same had occurred at on the beginning last day of the applicable reference period. period (b) For purposes except that, in making such computation, the amount of making Indebtedness under any revolving credit facility shall be computed based upon the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary average daily balance of such Indebtedness during the reference applicable period or subsequent during the period from the date of creation of such facility to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent.calculation); (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date date of determination had been the applicable rate for the entire period (taking into account any Rate Management Obligations interest hedging arrangements applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable period, the actual interest may be used for the applicable portion of such period. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed Interest on a pro forma basis Capital Lease Obligation shall be computed based upon deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the average daily balance Company to be the rate of interest implicit in such Indebtedness during the reference periodCapital 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, LIBOR or other rate, shall be deemed determined to have been based upon the rate actually chosen, or, or if none, then based upon such optional rate chosen as the Borrower Company or a Restricted Subsidiary may designate. (e) Any Person that Whenever pro forma effect is to be given to any Specified Transaction, the pro forma calculations shall be made in good faith by a Subsidiary on responsible financial or accounting officer of the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference periodCompany.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Consolidated Interest Coverage Ratio and the Consolidated Net Leverage Ratio shall be calculated in each case the manner prescribed by this Section 1.10; provided that notwithstanding anything to the contrary herein, when calculating any such ratio as of the last day of any Measurement Period for the purpose of (i) the definition of Applicable Percentage or Applicable Fee Rate, (ii) calculation of the amount of any mandatory prepayment pursuant to Section 2.05(b)(i) or (iii) actual compliance with Section 7.11 (as opposed to determining compliance with the Consolidated Net Leverage Ratio on a pro forma basis as follows: Pro Forma Basis for other purposes of this Agreement), the events set forth in clauses (ab), (c) In the event and (d) below that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Measurement Period shall not be given pro forma effect. (b) For purposes of calculating the Consolidated Interest Coverage Ratio and the Consolidated Net Leverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been consummated (i) during the applicable Measurement Period or (ii) subsequent to such ratio is being calculated but on or 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 Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the “Calculation Date”)component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the applicable Measurement Period. (c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a financial or accounting Responsible Officer of the Reporting Company and include only those adjustments that would be (a) permitted or required by Regulation S-X together with those adjustments that (i) have been certified by a financial or accounting Responsible Officer of the Reporting Company as having been prepared in good faith based upon reasonable assumptions and (ii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent or (b) allowed by the definition of Consolidated EBITDA. (d) In the event that the Reporting Company or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculation of the Consolidated Net Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) subsequent to the end of the applicable Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such ratio the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodMeasurement Period. (be) For purposes of making calculating the computation referred to above, Investments, acquisitions, dispositions, mergers Consolidated Interest Coverage Ratio and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and Consolidated Net Leverage Ratio for Measurement Periods ending on or prior to the date which is 15 months after the Closing Date, the amount of “run rate” cost savings, operating expense reductions, other operating improvements and acquisition or simultaneously cost synergies projected by the Reporting Company in good faith to be realized (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken by the Reporting Company or any Subsidiary in connection with the Calculation Date Transaction shall be given pro forma effect as if all in making such Investmentscalculations; provided that (1) such cost savings, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies (x) are projected by the Reporting Company in good faith to result from any acquisition, amalgamation, merger or operational change actions taken (including, in the good faith determination of the Reporting Company) within 12 months after the date the Transaction is consummated (to the extent applicablethat the Reporting Company reasonably expects to realize such savings, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies within 12 months after the date any such actions are taken) and (y) are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition supportable and (z2) the aggregate amount of projected no cost savings, operating expense reductions, operating improvements and synergies in respect shall be added pursuant to this clause (e) to the extent duplicative of operational changes (not resulting from an acquisition) included in any expenses or charges otherwise added to Consolidated Net Income, whether through a pro forma calculation shall not exceed $20,000,000 adjustment or otherwise, for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agentsuch period. (df) If Notwithstanding any Indebtedness bears a floating rate provision herein to the contrary, determinations of interest (i) the applicable pricing level under the definition of “Applicable Fee Rate” and is being given pro forma effect, “Applicable Rate” and (ii) compliance with the interest on such Indebtedness financial covenants shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed made on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designatePro Forma Basis. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining Notwithstanding anything to the contrary herein, to the extent that compliance with any ratio set forth hereintest or covenant hereunder may be determined on a Pro Forma Basis, the determination or calculation of such ratio test (and the related defined terms used therein) shall be calculated in each case on a pro forma basis as follows: (a) In Specified Transactions (and the event that the Borrower incurrence or any Subsidiary incurs, assumes, guarantees or redeems repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Measurement Period and (ii) subsequent to the commencement of the period for which such ratio is being calculated but on or 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 had occurred on the first day of the applicable Measurement Period. If since the beginning of any applicable Measurement 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 Measurement Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.07, then the applicable test or covenant shall be calculated to give pro forma effect thereto in accordance with this Section 1.07. (b) Whenever pro forma effect is to be given to a Specified Transaction, the “Calculation Date”pro forma calculations shall be made in good faith by a Financial Officer of the Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements and synergies actually realized as of the date of such pro forma calculation (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions. (c) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (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 Measurement Period and (ii) subsequent to the end of the applicable Measurement Period and prior to or simultaneously with the event for which the calculation of any such test or covenant (and the related defined terms used therein) is made, then such ratio test or covenant (and the related defined terms used therein), shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodapplicable Measurement Period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio Consolidated EBITDA, LQA Consolidated EBITDA, Consolidated Tangible Assets and any financial ratios or tests, including the Secured Net Leverage Ratio, shall be calculated in each case the manner prescribed by this Section 1.08; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.08, when calculating (i) the Secured Net Leverage Ratio for purposes of Section 2.05(b)(i), (ii) the Secured Net Leverage Ratio for purposes of determining actual compliance (and not pro forma compliance, compliance on a pro forma basis as follows: Pro Forma Basis or determining compliance giving Pro Forma Effect to a transaction) with Section 7.10 or (aiii) In the event Secured Net Leverage Ratio for the purposes of determining the Applicable Rate, the events described in this Section 1.08 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period applicable Test Period shall not be given pro forma effect except that for which purposes of determining the Applicable ECF Prepayment Percentage, at the election of the Borrower but without duplication to the extent such ratio reduction in Indebtedness that is being calculated secured by a Lien on the Collateral has already been taken into account in calculating the Applicable ECF Prepayment Percentage for the immediate preceding Excess Cash Flow Period, effects shall be given to all voluntary prepayments and repurchases of all such Indebtedness secured by a Lien on the Collateral made after the applicable Excess Cash Flow Period but on prior to the date of mandatory prepayment. (b) For purposes of calculating Consolidated EBITDA, LQA Consolidated EBITDA, Consolidated Tangible Assets and any financial ratios or tests, including the Secured Net Leverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, LQA Consolidated EBITDA or Consolidated Tangible Assets, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made, in each case, (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Consolidated EBITDA, LQA Consolidated EBITDA, Consolidated Tangible Assets 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, LQA Consolidated EBITDA and Consolidated Tangible Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Holdings, 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 1.08, then the Secured Net Leverage Ratio, Consolidated EBITDA, LQA Consolidated EBITDA and Consolidated Tangible Assets shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower and may include, for the avoidance of doubt, the amount of “Calculation Date”run rate” cost savings, operating expense reductions, business optimization, other operating improvements, synergies, integration, transition, facilities opening and pre-opening which result from or are related to the Transaction and other acquisitions, dispositions, operating improvements, restructurings, cost savings initiatives and similar initiatives and actions or events (including, without limitation, inventory optimization programs, software development costs and costs related to the closure or consolidation of facilities and curtailments, costs related to entry into new markets or geographic regions, consulting and other professional fees, signing costs, retention or completion bonuses, relocation and recruitment expenses, severance payments, modifications to or losses on settlement of pension and post-retirement employee benefit plans, new systems design, implementation costs and project startup costs), then in each case, 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, business optimization, other operating improvements, synergies, integration, transition, facilities opening and pre-opening which result from or are related to the Transaction and other acquisitions, dispositions, operating improvements, restructurings, cost savings initiatives and similar initiatives, actions or events and restructuring charges and expenses had been realized on the first day of such period and as if such cost savings, operating expense reductions, business optimization, other operating improvements, synergies, integration, transition, facilities opening and pre-opening which result from or are related to the Transaction and other acquisitions, dispositions, operating improvements, restructurings, cost savings initiatives and similar initiatives and actions or events were realized during the entirety of such period) relating to such Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that (A) such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Borrower), (B) such actions are taken, committed to be taken or expected to be taken after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA or LQA Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that, subject to compliance with the other provisions of this Section 1.08(c), amounts to be included in pro forma calculations pursuant to this Section 1.08(c) may be included in Test Periods in which the Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to Section 1.08(b). (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge, escrow or similar arrangements) any Indebtedness included in the calculations of the Secured Net Leverage Ratio (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 Secured Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference periodTest Period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date date such calculation is being made had been the applicable rate for the entire period (taking into account any Rate Management Obligations Swap Contract applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed Interest on a pro forma basis Capitalized Lease shall be computed based upon deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the average daily balance Borrower to be the rate of interest implicit in such Indebtedness during the reference periodCapitalized 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 interbank offered rateEurocurrency 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) Any Person that On and after the date pro forma effect is to be given to a Permitted Acquisition or other Investment and on which the Borrower or any Restricted Subsidiary on the Calculation Date will is incurring or deemed to be incurring Indebtedness, which Permitted Acquisition or other Investment has yet to be consummated but for which a definitive agreement governing such Permitted Acquisition or other Investment has been executed and remains in effect, such pro forma effect shall be deemed to continue at all times thereafter, and such Permitted Acquisition or other Investment shall be deemed to have been a Subsidiary at consummated and all times during such Indebtedness incurred or deemed to be incurred in connection with such Permitted Acquisition or other Investment shall be deemed to be outstanding, for purposes of determining ratio-based conditions and baskets (including baskets that are determined on the reference periodbasis of Consolidated EBITDA, and LQA Consolidated EBITDA or Consolidated Tangible Assets) until such Permitted Acquisition or other Investment is consummated or such definitive agreement is terminated (it being understood that any Person such Indebtedness that is not a Subsidiary actually incurred shall continue to be treated as outstanding (until actually repaid) for such purposes notwithstanding the termination of such agreement or consummation of such Permitted Acquisition or other Investment); provided that pro forma effect shall also be given to Consolidated EBITDA or LQA Consolidated EBITDA in connection with any such Permitted Acquisition or other Investment as if such Permitted Acquisition or other Investment had occurred on the Calculation Date will first day of the applicable Test Period to the extent the applicable leverage ratio being so calculated would be deemed greater than the calculation of such leverage ratio without giving such pro forma effect to the calculation of Consolidated EBITDA or LQA Consolidated EBITDA after giving effect to the preceding provisions of this clause (e), but in no event shall such pro forma effect of the calculation of Consolidated EBITDA or LQA Consolidated EBITDA be given effect to the extent it would result in the applicable leverage ratio being less that the calculation of such leverage ratio without giving pro forma effect to such Permitted Acquisition or other Investment. (f) It is expressly understood and agreed that pro forma adjustments and calculations need not to have been a Subsidiary at any time during the reference period.be prepared in compliance with Regulation S-X.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Consolidated Leverage Ratio shall be calculated in each case on a pro forma basis as follows: the manner prescribed by this Section 1.08; provided that, notwithstanding anything to the contrary in clauses (ab), (c) In or (d) of this Section 1.08, when calculating the event Consolidated Leverage Ratio for purposes of Section 2.03(b)(i), the events described in this Section 1.08 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Measurement Period shall not be given pro forma effect. (b) For purposes of calculating the Consolidated Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Measurement Period or (ii) subsequent to such ratio is being calculated but on or Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany 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 reference periodapplicable Measurement Period. Additionally, if If since the beginning of such reference period any applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period Measurement Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.08, then such ratio the Consolidated Leverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. in accordance with this Section 1.08. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In additionBorrower and may include, any such for the avoidance of doubt, the amount of cost savings and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma calculation may include adjustments appropriatebasis as though such cost savings and synergies had been realized on the first day of such period and as if such cost savings and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits theretofore realized during such period from such actions; provided that (A) such amounts are reasonably identifiable, quantifiable and supportable in the reasonable determination good faith judgment of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (xB) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken, committed to be taken or committed expected to be taken no later than 15 twelve (12) months after the date of such acquisition Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (zD) the aggregate amount of projected operating expense reductions, operating improvements cost savings and synergies in respect of operational changes added pursuant to this clause (not resulting from an acquisitionc) included in for any pro forma calculation such period after the Closing Date shall not exceed $20,000,000 10% of Consolidated EBITDA for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. such Measurement Period (d) If any Indebtedness bears a floating rate of interest and is being given giving pro forma effect, effect to the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period relevant Specified Transaction (taking into account but not to any Rate Management Obligations applicable to such Indebtednesscost savings or synergies)). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.- 38-

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Consolidated First Lien Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio shall be calculated in each case the manner prescribed by this Section 1.06. (b) For purposes of calculating the Consolidated First Lien Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been consummated (i) during the most recent Fiscal Quarter of the Borrower or (ii) subsequent to such Fiscal Quarter 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 as follows:assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of such Fiscal Quarter. (ac) If pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a financial or accounting Responsible Officer of the Borrower and include only those adjustments that would be permitted or required by Regulation S-X together with those adjustments that (i) have been certified by such Responsible Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (ii) are (x) directly attributable to the Pro Forma Transactions with respect to which such adjustments are to be made, (y) expected to have a continuing impact on the Loan Parties and (z) factually supportable and reasonably identifiable. (d) In the event that the Borrower or any Subsidiary incursincurs (including by assumption or guarantees) or repays (including by redemption, assumesrepayment, guarantees retirement or redeems extinguishment) any Indebtedness included in the calculations of the Consolidated First Lien Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) subsequent to the commencement end of the period for which such ratio is being calculated but on or most recent Fiscal Quarter of the Borrower and prior to to, or simultaneously with with, the event for which the calculation of any such ratio is made (the “Calculation Date”)made, then such ratio shall be calculated after giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first last day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodFiscal Quarter. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For (1) Notwithstanding anything to the contrary herein, financial ratios shall be calculated in the manner prescribed by this Section 1.08; provided that, notwithstanding anything to the contrary in clauses (2), (3) or (4) of this Section 1.08, when calculating any financial ratio for purposes of (a) determining Applicable Margins and pricing grid step-downs, (b) calculations of mandatory prepayments, (c) determining compliance with any ratio set forth hereinfinancial covenant (including any financial covenant under the ABL Credit Agreement and (d) any provisions related to the foregoing, such ratio the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be calculated in each case on a given pro forma basis as follows:effect. (2) For purposes of calculating the First Lien Net Leverage Ratio, the Total Net Leverage Ratio or any other financial ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (a) In during the event that the Borrower applicable Test Period or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness (b) subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be 86 US-DOCS\97700238.15141444430.9 (3) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer and may include, for the avoidance of doubt, the amount of cost savings, operating expense 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 and synergies had been realized on the first day of such Test Period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period but, for the avoidance of doubt, subject to the limitations set forth in clause (g) of the definition of “Calculation DateConsolidated EBITDA” set forth herein) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions (such cost savings and synergies, “Specified Transaction Adjustments”); provided, that (a) such Specified Transaction Adjustments are reasonably identifiable and quantifiable in the good faith judgment of a Responsible Officer of the Borrower, (b) such actions are taken, committed to be taken or reasonably anticipated to be taken no later than twenty four (24) months after the date of such Specified Transaction, and (c) no amounts shall be added pursuant to this clause (3) to the extent duplicative of any amounts that are otherwise added back in calculating Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (4) 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 a financial covenant (in each case, other than Indebtedness incurred or repaid under any revolving credit facility (including, for the avoidance of doubt, the ABL Facility) in the ordinary course of business for working capital purposes), (a) during the applicable Test Period or (b) 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 each financial ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period. 87 US-DOCS\97700238.15141444430.9 SECTION 1.09. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio Consolidated EBITDA, LQA Consolidated EBITDA, Consolidated Tangible Assets and any financial ratios or tests, including the Secured Net Leverage Ratio, shall be calculated in each case the manner prescribed by this Section 1.08; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.08, when calculating (i) the Secured Net Leverage Ratio for purposes of Section 2.05(b)(i), (ii) the Secured Net Leverage Ratio for purposes of determining actual compliance (and not pro forma compliance, compliance on a pro forma basis as follows: Pro Forma Basis or determining compliance giving Pro Forma Effect to a transaction) with Section 7.10 or (aiii) In the event Secured Net Leverage Ratio for the purposes of determining the Applicable Rate, the events described in this Section 1.08 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period applicable Test Period shall not be given pro forma effect except that for which purposes of determining the Applicable ECF Prepayment Percentage, at the election of the Borrower but without duplication to the extent such ratio reduction in Indebtedness that is being calculated secured by a Lien on the Collateral has already been taken into account in calculating the Applicable ECF Prepayment Percentage for the immediate preceding Excess Cash Flow Period, effects shall be given to all voluntary prepayments and repurchases of all such Indebtedness secured by a Lien on the Collateral made after the applicable Excess Cash Flow Period but on prior to the date of mandatory prepayment. (b) For purposes of calculating Consolidated EBITDA, LQA Consolidated EBITDA, Consolidated Tangible Assets and any financial ratios or tests, including the Secured Net Leverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA, LQA Consolidated EBITDA or Consolidated Tangible Assets, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made, in each case, (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Consolidated EBITDA, LQA Consolidated EBITDA, Consolidated Tangible Assets 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, LQA Consolidated EBITDA and Consolidated Tangible Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Holdings, 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 1.08, then the Secured Net Leverage Ratio, Consolidated EBITDA, LQA Consolidated EBITDA and Consolidated Tangible Assets shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower and may include, for the avoidance of doubt, the amount of “Calculation Date”run rate” cost savings, operating expense reductions, business optimization, other operating improvements, synergies, integration, transition, facilities opening and pre-opening which result from or are related to the Transaction and other acquisitions, dispositions, operating improvements, restructurings, cost savings initiatives and similar initiatives and actions or events (including, without limitation, inventory optimization programs, software development costs and costs related to the closure or consolidation of facilities and curtailments, costs related to entry into new markets or geographic regions, consulting and other professional fees, signing costs, retention or completion bonuses, relocation and recruitment expenses, severance payments, modifications to or losses on settlement of pension and post-retirement employee benefit plans, new systems design, implementation costs and project startup costs), then in each case, 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, business optimization, other operating improvements, synergies, integration, transition, facilities opening and pre-opening which result from or are related to the Transaction and other acquisitions, dispositions, operating improvements, restructurings, cost savings initiatives and similar initiatives, actions or events and restructuring charges and expenses had been realized on the first day of such period and as if such cost savings, operating expense reductions, business optimization, other operating improvements, synergies, integration, transition, facilities opening and pre-opening which result from or are related to the Transaction and other acquisitions, dispositions, operating improvements, restructurings, cost savings initiatives and similar initiatives and actions or events were realized during the entirety of such period) relating to such Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that (A) such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Borrower), (B) such actions are taken, committed to be taken or expected to be taken after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA or LQA Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that, subject to compliance with the other provisions of this Section 1.08(c), amounts to be included in pro forma calculations pursuant to this Section 1.08(c) may be included in Test Periods in which the Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to Section 1.08(b). (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge, escrow or similar arrangements) any Indebtedness included in the calculations of the Secured Net Leverage Ratio (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 Secured Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference periodTest Period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date date such calculation is being made had been the applicable rate for the entire period (taking into account any Rate Management Obligations Swap Contract applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed Interest on a pro forma basis Capitalized Lease shall be computed based upon deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the average daily balance Borrower to be the rate of interest implicit in such Indebtedness during the reference periodCapitalized 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 interbank offered rateEurocurrency RateAdjusted Term SOFR, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate. (e) Any Person that On and after the date pro forma effect is to be given to a Permitted Acquisition or other Investment and on which the Borrower or any Restricted Subsidiary on the Calculation Date will is incurring or deemed to be incurring Indebtedness, which Permitted Acquisition or other Investment has yet to be consummated but for which a definitive agreement governing such Permitted Acquisition or other Investment has been executed and remains in effect, such pro forma effect shall be deemed to continue at all times thereafter, and such Permitted Acquisition or other Investment shall be deemed to have been a Subsidiary at consummated and all times during such Indebtedness incurred or deemed to be incurred in connection with such Permitted Acquisition or other Investment shall be deemed to be outstanding, for purposes of determining ratio-based conditions and baskets (including baskets that are determined on the reference periodbasis of Consolidated EBITDA, and LQA Consolidated EBITDA or Consolidated Tangible Assets) until such Permitted Acquisition or other Investment is consummated or such definitive agreement is terminated (it being understood that any Person such Indebtedness that is not a Subsidiary actually incurred shall continue to be treated as outstanding (until actually repaid) for such purposes notwithstanding the termination of such agreement or consummation of such Permitted Acquisition or other Investment); provided that pro forma effect shall also be given to Consolidated EBITDA or LQA Consolidated EBITDA in connection with any such Permitted Acquisition or other Investment as if such Permitted Acquisition or other Investment had occurred on the Calculation Date will first day of the applicable Test Period to the extent the applicable leverage ratio being so calculated would be deemed greater than the calculation of such leverage ratio without giving such pro forma effect to the calculation of Consolidated EBITDA or LQA Consolidated EBITDA after giving effect to the preceding provisions of this clause (e), but in no event shall such pro forma effect of the calculation of Consolidated EBITDA or LQA Consolidated EBITDA be given effect to the extent it would result in the applicable leverage ratio being less that the calculation of such leverage ratio without giving pro forma effect to such Permitted Acquisition or other Investment. (f) It is expressly understood and agreed that pro forma adjustments and calculations need not to have been a Subsidiary at any time during the reference period.be prepared in compliance with Regulation S-X.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth herein, such ratio shall be calculated in each case on a pro forma basis as follows: (a) In the event that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or simultaneously with the event for which the calculation of such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 12 months after date of such acquisition and (z) the aggregate amount of (i) such projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not be duplicative of amounts added back pursuant to clause (a)(viii) of the definition of Consolidated EBITDA and (ii) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) taken together with amounts added back to Consolidated EBITDA pursuant to clause (a)(viii) of the definition thereof shall not exceed $20,000,000 20% of Consolidated EBITDA for any four consecutive fiscal quarter period (calculated prior to giving effect to such addbacks) unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For (1) Notwithstanding anything to the contrary herein, financial ratios shall be calculated in the manner prescribed by this Section 1.08; provided that, notwithstanding anything to the contrary in clauses (2), (3) or (4) of this Section 1.08, when calculating any financial ratio for purposes of (a) determining Applicable Margins and pricing grid step-downs, (b) calculations of mandatory prepayments, (c) determining compliance with any ratio set forth hereinfinancial covenant (including any financial covenant under this Agreement) and (d) any provisions related to the foregoing, such ratio the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be calculated in each case on a given pro forma basis as follows:effect. (2) For purposes of calculating the First Lien Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio or any other financial ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (a) In during the event that the Borrower applicable Test Period or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness (b) subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08 then the financial ratios shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (3) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer and may include, for the avoidance of doubt, the amount of cost savings, operating expense 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 and synergies had been realized on the first day of such Test Period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period but, for the avoidance of doubt, subject to the limitations set forth in clause (g) of the definition of “Calculation DateConsolidated EBITDA” set forth herein) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions (such cost savings and synergies, “Specified Transaction Adjustments”); provided, that (a) such Specified Transaction Adjustments are reasonably identifiable and quantifiable in the good faith judgment of a Responsible Officer of the Borrower, (b) such actions are taken, committed to be taken or reasonably anticipated to be taken no later than twenty four (24) months after the date of such Specified Transaction, and (c) no amounts shall be added pursuant to this clause (3) to the extent duplicative of any amounts that are otherwise added back in calculating Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (4) 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 a financial covenant (in each case, other than Indebtedness incurred or repaid under any revolving credit facility (including, for the avoidance of doubt, the Revolving Facility) in the ordinary course of business for working capital purposes), (a) during the applicable Test Period or (b) 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 each financial ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio subject to Section 1.7(f), the Total Leverage Ratio and the Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.7. (b) For purposes of calculating the Total Leverage Ratio and the Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made, in each case on a pro forma basis as follows: without duplication, (ai) In during the event that the Borrower applicable Test Period or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness (ii) subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany 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 reference periodapplicable Test Period. Additionally, if If since the beginning of such reference period any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, or consolidated with or into the Borrower or any Subsidiary of the Restricted Subsidiaries since the beginning of such reference period Test Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.7, then such ratio the Total Leverage Ratio and the Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) the Specified Transaction had occurred at on the beginning first day of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made applicable Test Period in good faith by a responsible financial or accounting officer of the Borroweraccordance with this Section 1.7. In addition, any Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the BorrowerBorrower as set forth in a certificate from a Responsible Officer, to reflect any reflect, in each case without duplication, (i) operating expense reductions and other operating improvements improvements, synergies or synergies projected in good faith cost savings reasonably expected to result from any acquisition, amalgamation, merger or operational change such relevant pro forma event (including, to the extent applicable, from the Transactions); provided that (xTransaction) such operating expense reductions based on actions already taken and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, for which the full run-rate effect of such actions are taken or committed is expected to be taken no later than 15 realized within eighteen (18) months after date of such acquisition action, and (zii) all adjustments of the aggregate amount of projected operating expense reductionsnature set forth in Schedule 1.7(b) to the extent such adjustments, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by without duplication, continue to be applicable to the Administrative Agentrelevant Test Period. (dc) If 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 bears a floating rate included in the calculations of interest the Total Leverage Ratio and the Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is being given pro forma effectmade, then the interest on such Indebtedness Total Leverage Ratio and the Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the rate in effect same had occurred on the Calculation Date had been first day of the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designateTest Period. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Consolidated Fixed Charge Coverage Ratio shall be calculated in each case on a pro forma basis as follows:the manner prescribed by this Section 1.06. (ab) In For purposes of calculating the event that Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the Borrower incurrence or any Subsidiary incurs, assumes, guarantees or redeems repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Measurement Period and (ii) subsequent to the commencement of the period for which such ratio is being calculated but on or Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany 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 reference periodapplicable Measurement Period. Additionally, if If since the beginning of such reference period any applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Lead Borrower or any Subsidiary of its Subsidiaries since the beginning of such reference period Measurement Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.06, then such ratio the Consolidated Fixed Charge Coverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.06. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, Lead Borrower to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements consistent with Regulation S-X or synergies are otherwise reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisitionincluding the amount of cost savings, such actions operating expense reductions and synergies that have been realized or are taken or committed expected to be taken no later than 15 realized within 12 months after the closing date of such acquisition Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and (zsynergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting actual benefits realized during such period from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agentsuch actions. (d) If any Indebtedness bears Interest on a floating Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Lead Borrower to be the rate of interest and is being given pro forma effect, the interest on implicit in such Indebtedness shall be calculated as if the rate Capital Lease in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference periodaccordance 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 London interbank offered rate, or other rate, shall be deemed determined to have been based upon the rate actually chosen, or, or if none, then based upon such optional rate chosen as the Lead Borrower or Subsidiary may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For Solely for purposes of determining compliance with whether any ratio set forth hereinaction is otherwise permitted to be taken hereunder, such ratio (i) any calculation to be determined on a “pro forma” basis, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Total Leverage Ratio, in each case, shall be calculated in each case on a pro forma basis as follows: (a) In For purposes of making the computation referred to above, in the event that the Borrower Holdings or any Restricted Subsidiary incurs, assumes, guarantees guarantees, redeems, retires or redeems extinguishes any Indebtedness subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or simultaneously with the event for which the calculation of such ratio is made (the a “Calculation Date”), then such ratio calculation shall be calculated made giving pro forma effect to such incurrence, assumption, guarantee guarantee, redemption, retirement or redemption extinguishment of Indebtedness, Indebtedness as if the same had occurred at the beginning of the applicable reference periodTest Period; provided that, for purposes of making the computation of Consolidated Total Leverage for the computation of Consolidated Total Leverage Ratio referred to above, Consolidated Total Leverage shall be Consolidated Total Leverage as of the date the relevant action is being taken. (b) For purposes of making the computation referred to above, if any Investments, acquisitions, dispositions, mergers and consolidations that have been Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made by the Borrower (or any Subsidiary during the reference period or committed to be made pursuant to a definitive agreement) subsequent to the reference commencement of the period and for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date Date, then such calculation shall be given made giving pro forma effect as if all to such Investments, acquisitions, dispositions, mergers Dispositions and consolidations (and all related financing transactions) designations as if the same had occurred on at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (o) of and the last proviso of the first day sentence of the reference period. Additionally, if definition of “Consolidated EBITDA.” If since the beginning of such reference period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger Investment or consolidation Disposition that would have required adjustment pursuant to this definitionprovision, then such ratio calculation shall be calculated made giving pro forma effect thereto for such reference period Test Period as if such Investment, acquisition, disposition, merger Investment or consolidation (and all related financing transactions) Disposition had occurred at the beginning of the reference periodapplicable Test Period. (c) For purposes of determining any financial ratio or making any financial covenant calculation for any period or a portion of a period prior to the calculations first delivery of financial statements pursuant to Section 6.1, the Consolidated Total Leverage Ratio shall be determined based on the most recent financial statements of Holdings that have been furnished as referred to hereinin Section 4.1, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (includingand, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by compliance with the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and Consolidated Total Leverage Ratio is being given pro forma effectrequired, the interest on levels for such Indebtedness Consolidated Total Leverage Ratio shall be calculated as if the rate levels set forth in effect on the Calculation Date had been the applicable rate Section 7.1(a) for the entire fiscal period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to aboveended December 31, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate2012. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Fixed Charge Coverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated in each case on a pro forma basis as follows: the manner prescribed by this Section 1.04; provided that, notwithstanding anything to the contrary in clause (ab), (c) In or (d) of this Section 1.04, when calculating the event Total Net Leverage Ratio for purposes of the Applicable Excess Cash Flow Percentage the events described in this Section 1.04 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Fixed Charge Coverage 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) that have been made (i) during the applicable Test Period and (ii) subsequent to such ratio is being calculated but on or 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 “Calculation Date”component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the 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 1.04, then the Fixed Charge Coverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.04. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Lead Borrower in accordance with the terms of this Agreement. (d) In the event that the 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 Fixed Charge Coverage Ratio, the Secured Net Leverage Ratio and the Total 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), then (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Fixed Charge Coverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such Consolidated EBITDA and any financial ratio or test, including the Net Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio shall be calculated in each case the manner prescribed by this Section 1.8 ; provided that, notwithstanding anything to the contrary in this Section 1.8, when calculating the Consolidated Fixed Charge Coverage Ratio for purposes of determining actual compliance (and not compliance on a pro forma basis as follows: (aPro Forma Basis) In with Section 6.1, the event events described in this Section 1.8 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Test Period shall not be given Pro Forma Effect. (b) For purposes of calculating Consolidated EBITDA and any financial ratio or tests, including the Net Leverage Ratio and the 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 Period or (ii) subsequent to such ratio is being calculated but on or 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 “Calculation Date”component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.8, then the Net Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio and Consolidated EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 1.8. (c) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Net Leverage Ratio and the Consolidated 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), then (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 Net Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period. (bd) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect Whenever Pro Forma Effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In additionBorrower and may include, any such pro forma calculation may include adjustments appropriatefor the avoidance of doubt, in the reasonable determination amount of the Borrower“run rate” cost savings, to reflect any operating expense reductions and other operating improvements or synergies projected by the Borrower in good faith to be realized as a result from any acquisitionof specified actions taken, amalgamationcommitted to be taken or reasonably expected to be taken (calculated on a pro forma basis as though such cost savings, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other synergies had been realized on the first day of such period and as if such cost savings, operating improvements or expense reductions and synergies are reasonably identifiable were realized during the entirety of such period) relating to such Specified Transaction, and factually supportable“run rate” means the full recurring benefit for a period that is associated with any action taken, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date or expected to be taken (including any savings expected to result from the elimination of such acquisition and (z) a public target’s compliance costs with public company requirements), net of the aggregate amount of actual benefits theretofore realized during such period from such actions; provided that any such projected “run rate” cost savings, operating expense reductions, operating improvements reductions and synergies in respect of operational changes (not resulting from an acquisition) shall only be permitted to be included in any to the extent consistent with the requirements applicable to pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by financial statements prepared in accordance with Regulation S-X under the Administrative AgentSecurities Act. (de) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date date of the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any Rate Management Obligations hedging obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed Interest on a pro forma basis Capitalized Lease Obligation shall be computed based upon deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the average daily balance Borrower to be the rate of interest implicit in such Indebtedness during the reference periodCapitalized 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 Eurodollar interbank offered rate, or other rate, shall be deemed determined to have been based upon the rate actually chosen, or, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Fixed Charge Coverage Ratio, the First Lien Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated in each case on a pro forma basis as follows: the manner prescribed by this Section 1.5; provided, that notwithstanding |US-DOCS\138541167.4141447058.7|| anything to the contrary in clause (ab) In or (c) of this Section 1.5, when calculating Total Net Leverage Ratio for the event purposes of the ECF Percentage of Excess Cash Flow, the events described in this Section 1.5 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or simultaneously with the event for which the calculation of such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning end of the applicable reference periodTest Period, other than consummation of the Transactions, shall not be given pro forma effect. (b) For purposes of making calculating the computation referred to aboveFirst Lien Net Leverage Ratio, InvestmentsTotal Net Leverage Ratio, acquisitionsTotal Leverage Ratio and the Fixed Charge Coverage Ratio, dispositions, mergers Pro Forma Transactions (and consolidations the incurrence or repayment of any Indebtedness in connection therewith) that have been made by the Borrower or any Subsidiary (i) during the reference period Relevant Reference Period or (ii) subsequent to the reference such period and on or prior to or simultaneously with the Calculation Date event with respect to which the calculation of any such ratio is being made shall be given calculated on a pro forma effect as if basis assuming that all such Investments, acquisitions, dispositions, mergers and consolidations Pro Forma Transactions (and all related financing transactionsany increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the reference periodRelevant Reference Period (it being understood and agreed that Consolidated Interest Expense of such Person attributable to interest on any Indebtedness bearing floating interest rates, for which pro forma effect is being given, shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods). Additionally, if If since the beginning of such reference period any Relevant Reference Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower Parent or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period Relevant Reference Period shall have made any Investment, acquisition, disposition, merger or consolidation Pro Forma Transaction that would have required adjustment pursuant to this definitionSection 1.5, then such ratio the First Lien Net Leverage Ratio, Total Net Leverage Ratio and Total Leverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.5. (c) For In addition, for purposes of calculating the calculations referred Fixed Charge Coverage Ratio, (1) the Consolidated EBITDA attributable to hereindiscontinued operations, whenever as determined in accordance with GAAP, and operations or businesses (and ownerships therein) disposed of prior to the date of calculation, shall be excluded; and (2) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests) disposed of prior to the date of calculation, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the date of calculation. (d) Whenever pro forma effect is to be given to a transactionPro Forma Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer Responsible Officer of Parent and shall include, without duplication, adjustment for the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected Consolidated EBITDA (as determined in good faith to result from by Parent) represented by any acquisition, amalgamation, merger Person or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions line of business acquired or disposed of and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period avoidance of doubt, any adjustments relating to Pro Forma Transactions provided for under clause (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes a)(x) of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance definition of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designateConsolidated EBITDA. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For Solely for purposes of determining compliance with whether any ratio set forth hereinaction is otherwise permitted to be taken hereunder, such ratio (i) any calculation to be determined on a “pro forma” basis, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Total Leverage Ratio, in each case, shall be calculated in each case on a pro forma basis as follows: (aA) In For purposes of making the computation referred to above, in the event that the Borrower Holdings or any Restricted Subsidiary incurs, assumes, guarantees guarantees, redeems, retires or redeems extinguishes any Indebtedness subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or simultaneously with the event for which the calculation of such ratio is made (the a “Calculation Date”), then such ratio calculation shall be calculated made giving pro forma effect to such incurrence, assumption, guarantee guarantee, redemption, retirement or redemption extinguishment of Indebtedness, Indebtedness as if the same had occurred at the beginning of the applicable reference periodTest Period; provided that, for purposes of making the computation of Consolidated Total Leverage for the computation of Consolidated Total Leverage Ratio referred to above, Consolidated Total Leverage shall be Consolidated Total Leverage as of the date the relevant action is being taken. (bB) For purposes of making the computation referred to above, if any Investments, acquisitions, dispositions, mergers and consolidations that have been Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made by the Borrower (or any Subsidiary during the reference period or committed to be made pursuant to a definitive agreement) subsequent to the reference commencement of the period and for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date Date, then such calculation shall be given made giving pro forma effect as if all to such Investments, acquisitions, dispositions, mergers Dispositions and consolidations (and all related financing transactions) designations as if the same had occurred on at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (o) of and the last proviso of the first day sentence of the reference period. Additionally, if definition of “Consolidated EBITDA.” If since the beginning of such reference period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger Investment or consolidation Disposition that would have required adjustment pursuant to this definitionprovision, then such ratio calculation shall be calculated made giving pro forma effect thereto for such reference period Test Period as if such Investment, acquisition, disposition, merger Investment or consolidation (and all related financing transactions) Disposition had occurred at the beginning of the reference periodapplicable Test Period. (cC) For purposes of determining any financial ratio or making any financial covenant calculation for any period or a portion of a period prior to the calculations first delivery of financial statements pursuant to Section 6.1, the Consolidated Total Leverage Ratio shall be determined based on the most recent financial statements of Holdings that have been furnished as referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative AgentSection 4.1. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio, and compliance with any ratio set forth hereincovenants determined by reference, such ratio directly or indirectly, to Consolidated EBITDA or Total Assets, shall be calculated in each case on a pro forma basis as follows:the manner prescribed by this Section 1.06. (ab) In For purposes of calculating such financial ratios and tests and compliance with such covenants determined by reference, directly or indirectly, to Consolidated EBITDA or Total Assets, Specified Transactions (and the event that the Borrower incurrence or any Subsidiary incurs, assumes, guarantees or redeems repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or (ii) subsequent to the commencement of the period for which such ratio is being calculated but on or 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 “Calculation Date”component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.06, then the Total Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.06. (c) In the event that the Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of such financial ratios or tests (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes unless such Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period in the case of the Total Net Leverage Ratio (or any similar ratio or test). (bd) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In additionBorrower and may include, any such pro forma calculation may include adjustments appropriatefor the avoidance of doubt, in the reasonable determination amount of the Borrower“run rate” cost savings, to reflect any operating expense reductions and other operating improvements synergies resulting from or synergies relating to any Specified Transaction (including the Transactions) projected by the Borrower in good faith to be realized as a result from any acquisitionof specified actions taken, amalgamationcommitted to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other synergies had been realized on the first day of such period and as if such cost savings, operating improvements expense reductions and synergies were realized during the entirety of such period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or synergies 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 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) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided, that (A) such amounts are reasonably identifiable and factually supportablesupportable in the good faith judgment of the Borrower, (yB) with respect to operational changes resulting from an acquisition, such actions are taken, committed to be taken or committed expected to be taken no later than 15 eighteen (18) months after the date of such acquisition Specified Transaction, (C) no amounts shall be added pursuant to this clause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (zD) the aggregate amount of projected operating expense reductions, operating improvements cost savings and synergies in respect of operational changes added pursuant to this clause (not resulting from an acquisitiond) included in for any pro forma calculation such period after the Effective Date shall not exceed $20,000,000 20% of Consolidated EBITDA for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. such Test Period (d) If any Indebtedness bears a floating rate of interest and is being given giving pro forma effecteffect to the relevant Specified Transaction (but not to any cost savings or synergies)); provided that any increase to Consolidated EBITDA as a result of cost savings, the interest on such Indebtedness operating expense reductions and synergies pursuant to this Section 1.06(d) shall be calculated as if subject to the rate limitation set forth in effect on the Calculation Date had been final proviso of clause (x) of the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes definition of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designateConsolidated EBITDA. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. (i) For purposes of determining compliance calculating the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio and the Consolidated Senior Secured Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, and in connection with any ratio set forth herein, such ratio shall be calculated in each case on a pro forma basis as follows: (a) In the event that the Borrower Permitted Acquisition or any Subsidiary incursInvestment permitted hereunder, assumes, guarantees after giving effect to any intended Disposition of any such acquired assets pursuant to Section 7.05(g)) that have been made (A) during the period in respect of which such calculations are required to be made or redeems any Indebtedness (B) subsequent to the commencement of the such period for which such ratio is being calculated but on or and prior to or simultaneously with the event for which the calculation of any such ratio is made on a pro forma basis (in the “Calculation Date”case of this clause (c)(i)(B), then solely with respect to determining pro forma compliance for such ratio event, and not for other purposes (including pricing or the applicable percentage for Excess Cash Flow prepayments)) shall be calculated giving on a pro forma effect to basis assuming that all such incurrence, assumption, guarantee Specified Transactions (and any increase or redemption of Indebtedness, as if decrease in Consolidated EBITDA and the same had occurred at the beginning component financial definitions used in either of the applicable reference period. (b) For purposes of making the computation referred foregoing attributable to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactionsSpecified Transaction) had occurred on the first day of the reference periodperiod in respect of which such calculations are required to be made. Additionally, if If since the beginning of such reference any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.03(c), then such ratio the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio and the Consolidated Senior Secured Net Leverage Ratio, shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.03(c). (cii) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, Responsible Officer and in the reasonable determination of the Borrower, a manner reasonably acceptable to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (diii) If at any Indebtedness bears time the Borrower has made an election with respect to any Limited Condition Transaction to test a floating rate financial ratio test or condition at the time of interest the execution and delivery of the purchase agreement or other agreement related to such Limited Condition Transaction, 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 relevant date of execution of the definitive agreement with respect to such Limited Condition Transaction and prior to the earlier of (A) the date on which such Limited Condition Transaction is being given pro forma effectconsummated or (B) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, the interest on any such Indebtedness financial covenant shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period required to be satisfied both (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed 1) on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have been consummated and (2) assuming such Limited Condition Transaction and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated. (iv) For purposes of (i) determining compliance with any provision of the Loan Documents that requires the calculation of the Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Interest Coverage Ratio or other financial test, (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under provisions set forth in the Loan Documents (including provisions measured as a percentage of Consolidated Total Assets or Consolidated EBITDA), in each case, in connection with a Limited Condition Transaction, 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 computed based upon deemed to be the average daily balance date the definitive agreements for such Limited Condition Transaction are entered into or irrevocable notice is given (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 as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such Indebtedness during action on the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime relevant LCT Test Date in compliance with such ratio or similar rateprovision, a eurocurrency interbank offered rate, such ratio or other rate, provision shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designatecomplied with. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth herein, such ratio shall be calculated in each case on a pro forma basis as follows: (a) In For the event that purposes of calculating Consolidated EBITDA, EBIT and Consolidated Net Tangible Assets for any period of four consecutive Fiscal Quarters (each, a “Reference Period”), if at any time during such Reference Period the Borrower or any Subsidiary incursof the Borrower shall have made any disposition, assumesacquisition, guarantees merger, consolidation or redeems investment, Consolidated EBITDA, EBIT and Consolidated Net Tangible Assets for such Reference Period shall be calculated after giving pro forma effect thereto (in the manner described in this Section 1.04). (b) All pro forma computations required to be made hereunder giving effect to any Indebtedness subsequent disposition, acquisition, merger consolidation or investment shall be calculated after giving pro forma effect thereto (and to any other such transaction consummated since the commencement first day of the period for which such ratio pro forma computation is being calculated but on or prior to or simultaneously with the event for which the calculation of such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect date of such computation) as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) transaction had occurred on the first day of the reference period. Additionallyperiod of four consecutive Fiscal Quarters ending with the most recent fiscal quarter of the Borrower for which financial statements are internally available, if since and, to the extent applicable, the historical earnings and cash flows associated with the assets acquired or disposed of, any related incurrence or reduction of Indebtedness and, in the case of any acquisition, merger, consolidation or investment without duplication, any related cost savings, operating expense reductions and synergies when realized and subject to reasonable detail which (i) are calculated on a basis that is consistent with Article 11 of Regulation S-X under the Securities Act or (ii) are implemented and that are factually supportable and quantifiable and expected to have a continuing impact, as if, in the case of each of clauses (i) and (ii), all such cost savings, operating expense reductions and synergies had been effected as of the beginning of such reference period (and for the avoidance of doubt, such cost savings, operating expense reductions and synergies shall be net of any Person recurring incremental expenses incurred or to be incurred during such period in order to achieve such cost savings, operating expense reductions and synergies); provided that subsequently became a Subsidiary or was merged with or into in no event shall the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have be required adjustment pursuant to this definition, then such ratio shall be calculated giving give pro forma effect thereto to (x) the acquisition of Xxxxxx Xxxxxx SpA, or (y) any transaction for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning which pro forma financial information is not required by Regulation S-X of the reference periodSecurities Act. (c) For the purposes of the calculations referred to herein, whenever giving pro forma effect is to be given to a transactionthe Acquisition of the Companies, Consolidated EBITDA for the pro forma calculations (including any cost savings associated therewith) Companies shall be made in good faith by a responsible financial or accounting officer for the most recently completed four fiscal quarters of the Borrower. In additionCompanies prior to the Closing Date for which financial statements are internally available, any such pro forma calculation may include adjustments appropriate, in and Consolidated EBITDA for the reasonable determination of Borrower shall be for the most recently ended Reference Period prior to the Closing Date for the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If Notwithstanding anything to the contrary in this Section 1.04, any Indebtedness bears classification under GAAP of any Person, business, assets or operations in respect of which a floating rate of interest and is being given definitive agreement for the disposition thereof has been entered into as discontinued operations, no pro forma effect, the interest on such Indebtedness effect shall be calculated as if given to any discontinued operations (and the rate in effect on the Calculation Date had been the applicable rate Consolidated EBITDA attributable to any such Person, business, assets or operations shall not be excluded for the entire period (taking into account any Rate Management Obligations applicable to purposes hereunder) until such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis disposition shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designateconsummated. (e) Any Person that is Except as otherwise specifically provided herein, all computations of Consolidated EBITDA, EBIT and Consolidated Net Tangible Assets and the financial ratios and other financial calculations (and all definitions (including accounting terms) used in determining any of the foregoing) and all computations and all definitions (including accounting terms) used in determining compliance with Sections 7.05 and 7.06 (if applicable) shall be calculated, in each case, with respect to the Borrower and the Subsidiaries on a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference periodconsolidated basis.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Total Leverage Ratio and the Interest Expense Coverage Ratio shall be calculated in each case on a pro forma basis as follows: the manner prescribed by this Section 1.08; provided that, notwithstanding anything to the contrary in clause (ab), (c) In or (d) of this Section 1.08, when calculating the event Total Leverage Ratio for purposes of the Applicable Excess Cash Flow Repayment Percentage, the events described in this Section 1.08 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio and the Interest Expense Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) and the Transactions that have been made (i) during the applicable Test Period and (ii) subsequent to such ratio is being calculated but on or 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 “Calculation Date”component financial definitions used therein attributable to any Specified Transaction) and the Transactions had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then the Total Leverage Ratio and the Interest Expense Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by an Authorized Financial Officer of the Borrower in accordance with the terms of this Agreement. (d) In the event that the Borrower or any Restricted Subsidiary of the Borrower 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 Interest Expense 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), then (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Interest Expense Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day (or, in the case of the Interest Expense Coverage Ratio, the first day) of the applicable reference periodTest Period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For (1) Notwithstanding anything to the contrary herein, financial ratios shall be calculated in the manner prescribed by this Section 1.08; provided that, notwithstanding anything to the contrary in clauses (2), (3) or (4) of this Section 1.08, when calculating any financial ratio for purposes of (a) determining Applicable Margins and pricing grid step-downs, (b) calculations of mandatory prepayments, (c) determining compliance with any ratio set forth hereinfinancial covenant (including any financial covenant under the ABL Credit Agreement) and (d) any provisions related to the foregoing, such ratio the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be calculated in each case on a given pro forma basis as follows:effect. (2) For purposes of calculating the First Lien Net Leverage Ratio, the Total Net Leverage Ratio or any other financial ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (a) In during the event that the Borrower applicable Test Period or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness (b) subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08 then the financial ratios shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (3) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer and may include, for the avoidance of doubt, the amount of cost savings, operating expense 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 and synergies had been realized on the first day of such Test Period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period but, for the avoidance of doubt, subject to the limitations set forth in clause (g) of the definition of “Calculation DateConsolidated EBITDA” set forth herein) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions (such cost savings and synergies, “Specified Transaction Adjustments”); provided, that (a) such Specified Transaction Adjustments are reasonably identifiable and quantifiable in the good faith judgment of a Responsible Officer of the Borrower, (b) such actions are taken, committed to be taken or reasonably anticipated to be taken no later than twenty four (24) months after the date of such Specified Transactionend of the Test Period for which such determination is being made, and (c) no amounts shall be added pursuant to this clause (3) to the extent duplicative of any amounts that are otherwise added back in calculating Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (4) 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 a financial covenant (in each case, other than Indebtedness incurred or repaid under any revolving credit facility (including, for the avoidance of doubt, the ABL Facility) in the ordinary course of business for working capital purposes), (a) during the applicable Test Period or (b) 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 each financial ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary contained herein, such ratio financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Interest Coverage Ratio) pursuant to this Agreement shall be calculated in each case on a pro forma basis as follows:the manner prescribed by this Section 1.08. (ab) In the event that the Borrower Holdings or any Subsidiary incurs, assumes, guarantees guarantees, redeems, repays, retires or redeems 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) during the applicable Measurement Period or subsequent to the commencement end of the period Measurement Period for which such financial ratio or test is being calculated but on or prior to or simultaneously with the event for which the such calculation of such ratio is made (the “Calculation Date”)being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee guarantee, redemption, repayment, retirement or redemption extinguishment of Indebtedness, as if the same had occurred at on the beginning last day of the applicable reference periodMeasurement 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 Measurement Period). (bc) For purposes of making the computation referred to abovecalculating any financial ratio or test, Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions that have been made by the Borrower Holdings or any Subsidiary of its Subsidiaries during the reference period applicable Measurement Period or subsequent to the reference period such Measurement Period and on or prior to or simultaneously with the Calculation Date event for which such calculation is being made shall be given pro forma effect as if calculated on a Pro Forma Basis assuming that all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsthe change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodapplicable Measurement Period. (d) Notwithstanding the foregoing, when calculating the Interest Coverage Ratio, Consolidated Leverage Ratio and Consolidated Senior Secured Leverage Ratio for the purposes of Section 6.06(e) and Section 6.11, the events described in Sections 1.08(b) and (c) For purposes above that occurred subsequent to the end of the calculations referred to herein, whenever Measurement Period shall not be given pro forma effect effect. (e) With respect to any (i) acquisition pursuant to Section 6.03(g) (or any other acquisition that requires a waiver or consent of the Required Lenders pursuant to Sections 6.03 or 6.04), (ii) disposition, (iii) restructuring or (iv) cost-savings initiative (any such event described in the previous clauses (i) through (iv), a “Specified Transaction”), that has been consummated by Holdings or any of its Subsidiaries during the applicable Measurement Period or subsequent to such Measurement Period and prior to or simultaneously with the event for which such calculation is to be given to a transactionbeing made, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer Responsible Officer and may include, for the avoidance of doubt, the Borrower. In additionamount of “run-rate” adjustments to reflect, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any without duplication (x) operating expense reductions and other operating improvements improvements, restructuring costs, cost saving initiatives or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from permitted to be reflected in pro forma financial information under Rule 11-02 of Regulation S-X under the Transactions); provided that Securities Act for such Measurement Period and (xy) such other operating expense reductions and other operating improvements improvements, restructuring costs, cost saving initiatives or synergies (collectively, the “Specified Adjustments”) projected by Holdings in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a Pro Forma Basis as though such Specified Adjustments had been realized on the first day of such Measurement Period and as if such Specified Adjustments were realized during the entirety of such Measurement Period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that (A) such Specified Adjustments are reasonably identifiable identifiable, quantifiable and factually supportablesupportable in the good faith judgment of Holdings and are set forth in reasonable detail in a certificate of a Responsible Officer of Holdings delivered to the Administrative Agent, (yB) with respect to operational changes resulting from an acquisition, such actions are taken, committed to be taken or committed expected to be taken no later than 15 eighteen (18) months after the date of such acquisition Specified Transaction, (C) no amounts shall be added pursuant to this clause (y) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise with respect to any Measurement Period and (zD) the aggregate amount of projected operating expense reductionsany Specified Adjustments, operating improvements together with the aggregate amount added back to Consolidated EBITDA pursuant to clause (q) of the definition of “Consolidated EBITDA”, for any such period shall not exceed 20% of Consolidated EBITDA for the applicable period prior to giving effect to this clause (y) and synergies in respect clause (q) of operational changes (not resulting from an acquisition) the definition of “Consolidated EBITDA”; provided, further, that if any Specified Adjustments included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect calculations based on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to anticipation that such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date Specified Adjustments will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary achieved within such 18-month period shall at any time during the reference periodcease to be reasonably anticipated by Holdings to be so achieved, then on and after such time pro forma calculations required to be made hereunder shall not reflect such Specified Adjustments.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Interest Coverage Ratio, the Leverage Ratio and the Senior Secured Leverage Ratio shall be calculated in each case on a pro forma basis as follows: the manner prescribed by this Section 1.07; provided that when calculating any such ratio for the purpose of (ai) In the event definition of Applicable Margin or Applicable Percentage, (ii) any mandatory prepayment provision under Section 2.10(b) or (iii) actual compliance with any Financial Covenant, the events set forth in clause (b), (c) and (d) below that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Interest Coverage Ratio, the 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 consummated (i) during the applicable period of four consecutive fiscal quarters for which such financial ratio is being calculated but on determined (the “Test Period”) or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the “Calculation Date”)component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. (c) If pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the Borrower and include only those adjustments that would be permitted or required by Regulation S-X of the federal securities laws together with those adjustments that (i) have been certified by 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, (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, all pro forma adjustments shall be consistent with, and subject to, the caps and limits set forth in the applicable definitions herein. To the extent compliance with any Financial Covenant is being tested prior to the first test date under such Financial Covenant, in order to determine permissibility of any action by the Borrower or its Subsidiaries, such compliance shall be tested against the ratios for such first test date. (d) In the event that the 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 calculation of the Interest Coverage Ratio, the Leverage Ratio or the Senior Secured Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the Ordinary Course of Business for working capital purposes) subsequent to the end of the applicable Test Period (and/or, in the case of the Interest Coverage Ratio, during the applicable Test Period) and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such ratio the Interest Coverage Ratio, the Leverage Ratio or the Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since applicable Test Period (in the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning case of the reference period. (cInterest Coverage Ratio) For purposes or on the last day of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations applicable Test Period (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and all other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactionscases); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio and compliance with any ratio set forth hereincovenants determined by reference to Consolidated EBITDA, such ratio shall be calculated in each case on a pro forma basis in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.09, (A) when calculating any such ratio or test for purposes of (i) the definition of “Applicable ECF Percentage” and (ii) Section 7.11 and the definition of “Financial Covenant”, 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 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. (b) For purposes of calculating any financial ratio or test or compliance with any covenant 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 1.09) that have been made (i) during the applicable Test Period or (ii) if applicable as follows: described in clause (a) In the event that the Borrower or any Subsidiary incursabove, assumes, guarantees or redeems any Indebtedness subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany 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 reference periodapplicable Test Period. Additionally, if If since the beginning of such reference period any applicable Test Period any Person that subsequently became a Restricted Subsidiary, a Practice Group or a Practice Group Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower Borrower, any Restricted Subsidiary, any Practice Group or any Practice Group Subsidiary since the beginning of such reference period Test Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.09, then such financial ratio or test shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.09. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In additionBorrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies resulting from or relating to any such Specified Transaction (including the -80- WEIL:\98000682\4\25136.0119 Transactions) which is being given pro forma calculation may include adjustments appropriateeffect that have been realized or are expected to be realized 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 reasonable good faith determination of the Borrower) (calculated on a pro forma basis as though such cost savings, to reflect any operating expense reductions and other synergies had been realized on the first day of such period and as if such cost savings, operating improvements expense reductions and synergies were realized during the entirety of such period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or synergies projected in good faith 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 Public Company Costs) net of the amount of actual benefits realized during such period from such actions, and any acquisition, amalgamation, merger such adjustments shall be included in the initial pro forma calculations of any financial ratios or operational change tests (including, 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 the extent applicable, from the Transactions)be realized) relating to such Specified Transaction; provided that (xA) such operating expense reductions and other operating improvements or synergies amounts are reasonably identifiable and factually supportablesupportable in the good faith judgment of the Borrower, (yB) such actions are taken, committed to be taken or with respect to operational changes resulting from an acquisition, such actions are which substantial steps have been taken or committed are expected to be taken no later than 15 18 months after the date of such acquisition Specified Transaction, and (zC) no amounts shall be added pursuant to this clause (c) to the aggregate amount extent duplicative of projected any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided, further, that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions, operating improvements reductions and synergies pursuant to this Section 1.09(c) (other than in respect connection with the Transactions) shall be subject to the limitations set forth in the final proviso of operational changes clause (not resulting from an acquisitiona)(viii)(ii) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by of the Administrative Agentdefinition of Consolidated EBITDA. (d) If 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 bears (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes unless such Indebtedness has been permanently repaid and not replaced), (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 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) Notwithstanding anything to the contrary herein, with respect to any amounts of Indebtedness incurred in reliance on a floating provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, the Total Net Leverage 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 of Indebtedness incurred in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that any Fixed Amount (other than Indebtedness incurred in reliance on the Repayment Amount) shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence of Indebtedness; provided that, notwithstanding the foregoing or anything to the contrary in this Agreement or any other Loan Document, any such Fixed Amount shall not be disregarded for purposes of (i) the proviso of the definition of “Fixed Incremental Amount” or (ii) Section 4.02(v). -81- WEIL:\98000682\4\25136.0119 (f) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenant) which is subject to a default or an event of default qualifier (including any representation and warranty related thereto) or requires the calculation of any financial ratio or test, including the Total Net Leverage Ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA and baskets subject to Default or 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 (other than with respect to any Event of Default under Section 8.01(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 (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). Upon making an LCT Election, the Borrower shall deliver a certificate of a Responsible Officer to the Applicable Parties demonstrating compliance on a Pro Forma Basis after giving effect to such Limited Condition Transaction on such LCT Test Date with any relevant ratios, tests or baskets. 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 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 basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Permitted Investment, mergers, amalgamations, 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 (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. (g) Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest and is being given pro forma effect, the interest on implicit in such Indebtedness shall be calculated as if the rate -82- WEIL:\98000682\4\25136.0119 Capitalized Lease Obligation in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference periodaccordance 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 Toronto interbank offered rate, or other rate, shall be deemed determined to have been based upon the rate actually chosen, or, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Consolidated Fixed Charge Coverage Ratio shall be calculated in each case on a pro forma basis as follows:the manner prescribed by this Section 1.06. (ab) In For purposes of calculating the event that Consolidated Fixed Charge Coverage Ratio, Specified Transactions (and the Borrower incurrence or any Subsidiary incurs, assumes, guarantees or redeems repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Measurement Period and (ii) subsequent to the commencement of the period for which such ratio is being calculated but on or Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany 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 reference periodapplicable Measurement Period. Additionally, if If since the beginning of such reference period any applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Lead Borrower or any Subsidiary of its Subsidiaries since the beginning of such reference period Measurement Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.06, then such ratio the Consolidated Fixed Charge Coverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.06. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, Lead Borrower to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements consistent with Regulation S-X or synergies are otherwise reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisitionincluding the amount of cost savings, such actions operating expense reductions and synergies that have been realized or are taken or committed expected to be taken no later than 15 realized within 12 months after the closing date of such acquisition Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and (zsynergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting actual benefits realized during such period from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agentsuch actions. (d) If any Indebtedness bears Interest on a floating Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Lead Borrower to be the rate of interest and is being given pro forma effect, the interest on implicit in such Indebtedness shall be calculated as if the rate Capital Lease in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference periodaccordance 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 London interbank offered rate, or other rate, shall be deemed determined to have been based upon the rate actually chosen, or, or if none, then based upon such optional rate chosen as the Lead Borrower or Subsidiary may designate. (e) Any Person that is a Subsidiary Notwithstanding anything in this Agreement to the contrary, with respect to any Designated Acquisition and the incurrence of any Designated Indebtedness or Lien in connection therewith, compliance with the Adjusted Payment Conditions test required by this Agreement for such Designated Acquisition or such Designated Indebtedness shall be determined on the Calculation Date will date the definitive acquisition agreement for such Designated Acquisition is entered into and, only with respect to the tests described in clause (b)(i) and (ii) of the definition of “Adjusted Payment Conditions”, at the time of closing of such Designated Acquisition and 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 deemed required to have been be complied with on an actual basis without giving effect to such Designated Acquisition and on a Subsidiary at all times during pro forma basis after giving effect to such Designated Acquisition and the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference periodincurrence of such Designated Indebtedness.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio shall be calculated in each case the manner prescribed by this Section 1.9; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.9, when calculating the Consolidated Leverage Ratio or the Consolidated Interest Coverage Ratio, as applicable, for purposes of (i) the ECF Percentage and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.1, the Specified Transaction giving rise to such pro forma basis as follows: (a) In the event calculation that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Consolidated Leverage Ratio and the Consolidated Interest Coverage 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 ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany increase or decrease in Consolidated EBITDA, Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the reference periodapplicable Test Period. Additionally, if If since the beginning of such reference period any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period Test Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.9, then such ratio the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.9. (c) For purposes of Without limiting the calculations referred to hereinforegoing clause (b), whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of Superholdings, Holdings or the Borrower. In additionBorrower and include, any such pro forma calculation may include adjustments appropriatefor the avoidance of doubt, in the reasonable determination amount of the Borrowercost savings, to reflect any operating expense reductions and other operating improvements or synergies projected by Superholdings, Holdings or the Borrower in good faith to be realized as a result from any acquisitionof specified actions taken or with respect to which Superholdings, amalgamationHoldings and the Borrower in good faith expect that substantial steps will have been taken within 6 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date had been realized on the first day of such acquisition period as if such cost savings, operating expense reductions and (zsynergies were realized during the entirety of such period) relating to such Specified Transaction, net of the aggregate amount of projected actual benefits realized during such period from such actions; provided that any increase in Consolidated Adjusted EBITDA as a result of cost savings, operating expense reductions, operating improvements reductions and synergies shall be subject to the limitations set forth in respect the definition of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative AgentConsolidated Adjusted EBITDA. (d) Without limiting the foregoing clause (b), in the event that Superholdings, Holdings or the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Leverage Ratio or the Consolidated Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Consolidated Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Consolidated Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date 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 Rate Management Obligations 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. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed Interest on a pro forma basis Capitalized Lease Obligation shall be computed based upon deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the average daily balance Borrower to be the rate of interest implicit in such Indebtedness during the reference periodCapital 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 London interbank offered rate, or other rate, shall be deemed determined to have been based upon the rate actually chosen, or, or if none, then based upon such optional rate chosen as Superholdings, Holdings, the Borrower or Restricted Subsidiary may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For (1) Notwithstanding anything to the contrary herein, financial ratios shall be calculated in the manner prescribed by this Section 1.08; provided that, notwithstanding anything to the contrary in clauses (2), (3) or (4) of this Section 1.08, when calculating any financial ratio for purposes of (a) determining Applicable Margins and pricing grid step-downs, (b) calculations of mandatory prepayments, (c) determining compliance with any ratio set forth hereinfinancial covenant (including any financial covenant under the ABL Credit Agreement) and (d) any provisions related to the foregoing, such ratio the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be calculated in each case on a given pro forma basis as follows:effect. (2) For purposes of calculating the First Lien Net Leverage Ratio, the Total Net Leverage Ratio or any other financial ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (a) In during the event that the Borrower applicable Test Period or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness (b) subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08 then the financial ratios shall be calculated to give pro forma effect thereto in accordance with this Section 1.08. (3) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer and may include, for the avoidance of doubt, the amount of cost savings, operating expense 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 and synergies had been realized on the first day of such Test Period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period but, for the avoidance of doubt, subject to the limitations set forth in clause (g) of the definition of “Calculation DateConsolidated EBITDA” set forth herein) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions (such cost savings and synergies, “Specified Transaction Adjustments”); provided, that (a) such Specified Transaction Adjustments are reasonably identifiable and quantifiable in the good faith judgment of a Responsible Officer of the Borrower, (b) such actions are taken, committed to be taken or reasonably anticipated to be taken no later than twelve (12) months after the end of the Test Period for which such determination is being made, and (c) no amounts shall be added pursuant to this clause (3) to the extent duplicative of any amounts that are otherwise added back in calculating Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (4) 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 a financial covenant (in each case, other than Indebtedness incurred or repaid under any revolving credit facility (including, for the avoidance of doubt, the ABL Facility) in the ordinary course of business for working capital purposes), (a) during the applicable Test Period or (b) 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 each financial ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Leverage Ratio and the Senior Secured Leverage Ratio shall be calculated in each case on a the manner prescribed by this Section 1.07; provided that when calculating any such ratio for the purpose of (i) the definition of Applicable Margin or Applicable Percentage, (ii) any mandatory prepayment under Section 2.10(b)(iii) or (iii) actual compliance with the Financial Covenant, the events set forth in clauses (b), (c) and (d) below that occurred subsequent to the end of the applicable Test Period shall not be given pro forma basis as follows:effect. (a) In For purposes of calculating the event that Leverage Ratio and the Borrower Senior Secured Leverage Ratio, all Specified Transactions (and the incurrence or repayment of any Indebtedness by Holdings or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness subsequent to the commencement of the Restricted Subsidiaries and the granting or terminating of any Liens in connection therewith) that have been consummated (i) during the applicable period of four consecutive fiscal quarters for which such financial ratio is being calculated but on determined (the “Test Period”) or (ii) subsequent to such Test Period and prior to or substantially 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 EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. (b) If pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith based upon reasonable assumptions (and certified in writing) by a Financial Officer of Holdings and include only those adjustments that are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, (B) factually supportable and reasonably identifiable (in the good faith determination of a Financial Officer of Holdings) (and, for the avoidance of doubt, the adjustments referred to above (and subject to the requirements specified therein) may include adjustments that reflect cost savings, operating expense reductions, and synergies as described in clause (l) of the definition of “Calculation DateEBITDA”). For the avoidance of doubt, all pro forma adjustments shall be [[3666665]] consistent with, and subject to, the caps and limits set forth in the 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 any action by Holdings or the Restricted Subsidiaries, such compliance shall be tested against the applicable ratio for such first test date. (c) In the event that Holdings or any of the Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculation of the Leverage Ratio or the Senior Secured Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility (including the Revolving Credit Facility) in the Ordinary Course of Business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or substantially simultaneously with the event for which the calculation of any such ratio is made, then such ratio the Leverage Ratio and/or the Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative AgentTest Period. (d) If Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including any Leverage Ratio test, any Senior Secured Leverage Ratio test or the amount of Total Assets or the amount of EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the making of any Limited Condition Acquisition or incurrence of Indebtedness bears a floating rate of interest and is being given pro forma effectin connection therewith, the interest on such Indebtedness shall determination of whether the relevant condition is satisfied may be calculated as if made, at the rate in effect election of the Borrower, at the time of (or on the Calculation Date had been basis of the applicable rate financial statements for the entire period most recently ended Test Period at the time of) either (taking into account any Rate Management Obligations applicable x) the execution of the definitive agreement with respect to such Limited Condition Acquisition or (y) the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness). For purposes , in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of making the computation referred to aboveIndebtedness, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) or (e) shall be computed based upon a condition to the average daily balance consummation of any such Limited Condition Acquisition and incurrence of Indebtedness. If the Borrower has made such an election to test at the time of the execution of the definitive agreement with respect to such Limited Condition Acquisition, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date, and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime Limited Condition Acquisition, any such ratio or similar rate, a eurocurrency interbank offered rate, or other rate, test shall be deemed calculated on (A) a pro forma basis assuming such Limited Condition Acquisition or any transactions in connection therewith (including any incurrence of Indebtedness, Liens and the use of proceeds thereof) has been consummated, and also on (B) a standalone basis without giving effect to have been based upon the rate actually chosen, orsuch Limited Condition Acquisition and any such transactions in connection therewith. In addition, if nonethe proceeds of an Incremental Commitment are to be used to finance a Limited Condition Acquisition, then based upon such optional rate as at the option of the Borrower and subject to the agreement of the lenders providing such financing, the commitments in respect thereof may designatebe subject to customary “SunGard” conditionality. (e) Any Person Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio (any such amounts, the “Fixed Amounts”) substantially concurrently with any such amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio (including Section 6.15 hereof, any Senior Secured Leverage Ratio test or any Leverage Ratio test) (any such amounts, the “Ratio-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of the Ratio-Based Amounts; [[3666665]] provided that the foregoing shall not apply to Restricted Payments. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a Subsidiary on the Calculation Date will be deemed to have been provision of this Agreement that requires compliance with a Subsidiary financial ratio or test, at all times during prior to the reference periodfirst delivery of financial statements pursuant to Section 5.08(a) or (b), and any Person that is not a Subsidiary compliance shall be determined based on the Calculation Date will be deemed not pro forma consolidated financial statements of Holdings delivered pursuant to have been a Subsidiary at any time during the reference periodSection 3.01(j) hereof.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio Adjusted EBITDA, EBITDA, Consolidated Net Income and any financial ratios or tests, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio, shall be calculated in each case the manner prescribed by this Section 1.08; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.08, when calculating the Total Net Leverage Ratio for purposes of determining actual compliance (and not Pro Forma Compliance, compliance on a pro forma basis as follows: (aPro Forma Basis or determining compliance giving Pro Forma Effect to a transaction) In with Section 7.01, the event events described in this Section 1.08 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Test Period shall not be given Pro Forma Effect. (b) For purposes of calculating Adjusted EBITDA, EBITDA, Consolidated Net Income and any financial ratios or tests, 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 or (ii) subsequent to such ratio is being calculated but on or 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 (the “Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations on a Pro Forma Basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany increase or decrease in Adjusted EBITDA, EBITDA, Consolidated Net Income and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodapplicable Test Period. (c) For purposes of the calculations referred to herein, whenever pro forma effect Whenever Pro Forma Effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer Responsible Officer of the Borrower. In additionParent Borrower and may include, any such pro forma calculation may include adjustments appropriatefor the avoidance of doubt, in the reasonable determination amount of the Borrowercost savings, to reflect any operating expense reductions and other operating improvements or synergies projected described in good faith to result from any acquisition, amalgamation, merger or operational change clause (including, to the extent applicable, from the Transactions)g) of “Adjusted EBITDA”; provided that (xA) such operating expense reductions and other operating improvements or synergies amounts are reasonably identifiable and factually supportablesupportable (in the good faith determination of the Parent Borrower), (yB) with respect to operational changes resulting from an acquisition, such actions are taken, committed to be taken or committed expected to be taken no later than 15 twenty-four (24) months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.date

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio Consolidated EBITDA and the Consolidated Senior Secured Net Leverage Ratio shall be calculated in each case the manner prescribed by this Section 1.06; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.06, when calculating Consolidated EBITDA and the Consolidated Senior Secured Net Leverage Ratio for purposes of determining actual compliance (and not compliance on a pro forma basis as follows: (aPro Forma Basis) In with the event covenant pursuant to Section 10.08, the events described in this Section 1.06 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating Consolidated EBITDA and the Consolidated Senior 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 and (ii) subsequent to such ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany 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 reference periodapplicable Test Period. AdditionallyIf, if since the beginning of such reference period any applicable Test Period, any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period Test Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.06, then such ratio Consolidated EBITDA and the Consolidated Senior Secured Net Leverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.06. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer Responsible Officer of Borrower and include, for the Borrower. In additionavoidance of doubt, any such pro forma calculation may include adjustments appropriatethe amount of cost savings, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected by Borrower in good faith to be realized as a result from any acquisition, amalgamation, merger of specified actions taken or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisitionwhich steps have been initiated, such actions or are taken or committed reasonably expected to be taken no later than 15 initiated within fifteen (15) months after of the closing date of such acquisition and Specified Transaction (zin the good faith determination of Borrower) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of as though such Indebtedness cost savings, operating expense reductions and synergies had been realized during the reference entirety of the applicable period. Interest on Indebtedness ), net of the amount of actual benefits realized during such period from such actions; provided that, with respect to any such cost savings, operating expense reductions and synergies, the limitations and requirements set forth in clause (c) of the definitions of Consolidated EBITDA (other than the requirement set forth in clause (c) of Consolidated EBITDA that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to steps have been based upon initiated or taken) shall apply; provided, further, that the rate actually chosen, or, if none, then based upon aggregate amount of additions made to Consolidated EBITDA for any Test Period pursuant to this clause (c) and clause (c) of the definition of “Consolidated EBITDA” shall not (i) exceed 20.0% of Consolidated EBITDA for such optional rate as Test Period (after giving effect to this clause (c) and clause (c) of the Borrower may designatedefinition of “Consolidated EBITDA”) or (ii) be duplicative of one another. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Total Net Leverage Ratio shall be calculated in each case on a pro forma basis as follows:the manner prescribed by this Section 1.7. (ab) In For purposes of calculating the event Total Net Leverage Ratio, Subject Transactions (other than any incurrence or repayment of any Indebtedness) that have been made (i) during the Borrower applicable Test Period or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness (ii) subsequent to the commencement end of the period for which such ratio is being calculated but on or applicable Test Period and prior to or simultaneously with the event for which the calculation of such ratio Total Net Leverage Ratio is made shall be calculated on a pro forma basis assuming that all such Subject Transactions (and any increase or decrease in Adjusted EBITDA and the “Calculation Date”component financial definitions used therein attributable to any Subject Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into any Subsidiary of the Borrower since the beginning of such Test Period shall have made any Subject Transaction that would have required adjustment pursuant to this Section 1.7, then the Total Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.7. (c) In the event that the Borrower or any subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (including in a connection with any Subject Transaction) included in the calculations of the Total Net Leverage Ratio (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), during the applicable Test Period, then such ratio the Total Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio financial ratios and tests (including measurements of Adjusted Cash EBITDA and the Corporate Leverage Ratio) shall be calculated in each case on a pro forma basis as follows:the manner prescribed by this Section 1.8. (ab) In For purposes of calculating any financial ratio or test, Specified Transactions (and, subject to clause (f) below, the event that the Borrower incurrence or any Subsidiary incurs, assumes, guarantees or redeems repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect basis assuming that all such Specified Transactions (and any increase or decrease in Adjusted Cash EBITDA and the component financial definitions used therein attributable to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same any Specified Transaction) had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or most Test Period ending prior to such date of determination (for income statement purposes) or simultaneously with at the Calculation Date shall be given pro forma effect as if all end of such Investments, acquisitions, dispositions, mergers and consolidations most recent period Test Period (and all related financing transactions) had occurred on the first day of the reference periodfor balance sheet purposes). Additionally, if If since the beginning of such reference period any applicable Test Period any Person that subsequently became a Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Subsidiary of its Subsidiaries since the beginning of such reference period Test Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.8, then such financial ratio or test (or the 42 calculation of Adjusted Cash EBITDA) shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.8. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect or a determination of pro forma compliance is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In additionBorrower and include, any such pro forma calculation may include adjustments appropriatefor the avoidance of doubt, in the reasonable determination amount of the Borrower“run-rate” cost savings, to reflect any operating expense reductions and reductions, other operating improvements or and cost synergies projected by the Borrower in good faith to be realized as a result from any acquisitionof specified actions taken, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are which substantial steps have been taken or committed are expected to be taken no later than 15 months after date of (calculated on a pro forma basis as though such acquisition and (z) the aggregate amount of projected cost savings, operating expense reductions, operating improvements and cost synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, operating improvements and cost 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, 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) the cost savings, operating expense reductions, other operating improvements and cost synergies are projected by the Borrower in good faith to result from actions that have been taken or substantial steps in respect of operational changes such actions have been taken or are expected to be taken (not resulting from an acquisitionin the good faith determination of the Borrower) included in no later than 12 months after the date of such Specified Transaction, (C) the aggregate amount of such “run-rate” cost savings, operating expense reductions, other operating improvements and cost synergies, added back pursuant to this Section 1.8(c) when combined with any pro forma calculation adjustments, without duplication, pursuant to clause (ix) and (xi) of the definition of Adjusted Cash EBITDA shall not exceed $20,000,000 25% of Adjusted Cash EBITDA for the applicable period (calculated before giving effect to any four consecutive fiscal quarter period unless such adjustments) and (D) no amounts shall be added pursuant to this Section 1.8(c) to the extent duplicative of any amounts that are otherwise approved by the Administrative Agentadded back in computing Adjusted Cash EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period. (d) If any Indebtedness bears a floating rate of interest and is being given Any provision requiring pro forma effect, the interest on such Indebtedness compliance with Section 6.8 shall be calculated as if made assuming that compliance with the rate Corporate Leverage Ratio pursuant to such Section is required with respect to the most recent Test Period prior to such time; provided that, at any time prior to June 30, 2020, any provision requiring pro forma compliance with Section 6.8 should be made assuming that compliance with the Corporate Leverage Ratio level set forth in effect on the Calculation Date had been the applicable rate Section 6.8 for the entire period (taking into account any Rate Management Obligations applicable Test Period ending June 30, 2020 was required with respect to the most recent Test Period prior to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designatetime. (e) Any Person In the event that the Borrower or any 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 for working capital purposes unless such Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) subject to Section 1.8(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 a Subsidiary 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 Calculation Date will be deemed to have been a Subsidiary at all times during last day of the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference periodapplicable Test Period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Consolidated Interest Coverage Ratio and the Consolidated Net Leverage Ratio shall be calculated in each case the manner prescribed by this Section 1.10; provided that notwithstanding anything to the contrary herein, when calculating any such ratio as of the last day of any Measurement Period for the purpose of (i) the definition of Applicable Percentage or Applicable Fee Rate, (ii) calculation of the amount of any mandatory prepayment pursuant to Section 2.05(b)(i) or (iii) actual compliance with Section 7.11 (as opposed to determining compliance with the Consolidated Net Leverage Ratio on a pro forma basis as follows: Pro Forma Basis for other purposes of this Agreement), the events set forth in clauses (ab), (c) In the event and (d) below that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Measurement Period shall not be given pro forma effect. (b) For purposes of calculating the Consolidated Interest Coverage Ratio and the Consolidated Net Leverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been consummated (i) during the applicable Measurement Period or (ii) subsequent to such ratio is being calculated but on or 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 Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the “Calculation Date”)component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the applicable Measurement Period. (c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a financial or accounting Responsible Officer of the Company and include only those adjustments that would be (a) permitted or required by Regulation S-X together with those adjustments that (i) have been certified by a financial or accounting Responsible Officer of the Company as having been prepared in good faith based upon reasonable assumptions and (ii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent or (b) allowed by the definition of Consolidated EBITDA. (d) In the event that the Company or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculation of the Consolidated Net Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) subsequent to the end of the applicable Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such ratio the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodMeasurement Period. (be) For purposes of making calculating the computation referred Consolidated Interest Coverage Ratio and the Consolidated Net Leverage Ratio for periods ending on or prior to aboveSeptember 30, Investments2014, acquisitionsthe amount of “run rate” cost savings, dispositionsoperating expense reductions, mergers other operating improvements and consolidations that have acquisition or cost synergies projected by the Company in good faith to be realized (calculated on a pro forma basis as though such items had been made realized on the first day of such period) as a result of actions taken by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously in connection with the Calculation Date Transaction shall be given pro forma effect as if all in making such Investmentscalculations; provided that (1) such cost savings, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies (x) are projected by the Company in good faith to result from any acquisition, amalgamation, merger or operational change actions taken (including, in the good faith determination of the Company) within 12 months after the date the Transaction is consummated (to the extent applicablethat the Borrower reasonably expects to realize such savings, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies within 12 months after the date any such actions are taken) and (y) are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition supportable and (z2) the aggregate amount of projected no cost savings, operating expense reductions, operating improvements and synergies in respect shall be added pursuant to this clause (e) to the extent duplicative of operational changes (not resulting from an acquisition) included in any expenses or charges otherwise added to Consolidated Net Income, whether through a pro forma calculation shall not exceed $20,000,000 adjustment or otherwise, for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agentsuch period. (df) If Notwithstanding any Indebtedness bears a floating rate provision herein to the contrary, determinations of interest (i) the applicable pricing level under the definition of “Applicable Fee Rate” and is being given pro forma effect, “Applicable Rate” and (ii) compliance with the interest on such Indebtedness financial covenants shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed made on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designatePro Forma Basis. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Leverage Ratio and the Senior Secured Leverage Ratio shall be calculated in each case on a the manner prescribed by this Section 1.07; provided that when calculating any such ratio for the purpose of (i) the definition of Applicable Margin or Applicable Percentage, (ii) any mandatory prepayment under Section 2.10(b)(iii) or (iii) actual compliance with the Financial Covenant, the events set forth in clauses (b), (c) and (d) below that occurred subsequent to the end of the applicable Test Period shall not be given pro forma basis as follows:effect. (a) In For purposes of calculating the event that Leverage Ratio and the Borrower Senior Secured Leverage Ratio, all Specified Transactions (and the incurrence or repayment of any Indebtedness by Holdings or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness subsequent to the commencement of the Restricted Subsidiaries and the granting or terminating of any Liens in connection therewith) that have been consummated (i) during the applicable period of four consecutive fiscal quarters for which such financial ratio is being calculated but on determined (the “Test Period”) or (ii) subsequent to such Test Period and prior to or substantially 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 EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. (b) If pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith based upon reasonable assumptions (and certified in writing) by a Financial Officer of Holdings and include only those adjustments that are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, (B) factually supportable and reasonably identifiable (in the good faith determination of a Financial Officer of Holdings) (and, for the avoidance of doubt, the adjustments referred to above (and subject to the requirements specified therein) may include adjustments that reflect cost savings, operating expense reductions, and synergies as described in clause (l) of the definition of “Calculation DateEBITDA”). For the avoidance of doubt, all pro forma adjustments shall be consistent with, and subject to, the caps and limits set forth in the 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 any action by Holdings or the Restricted Subsidiaries, such compliance shall be tested against the applicable ratio for such first test date. (c) In the event that Holdings or any of the Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculation of the Leverage Ratio or the Senior Secured Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility (including the Revolving Credit Facility) in the Ordinary Course of Business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or substantially simultaneously with the event for which the calculation of any such ratio is made, then such ratio the Leverage Ratio and/or the Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative AgentTest Period. (d) If Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including any Leverage Ratio test, any Senior Secured Leverage Ratio test or the amount of Total Assets or the amount of EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the making of any Limited Condition Acquisition or incurrence of Indebtedness bears a floating rate of interest and is being given pro forma effectin connection therewith, the interest on such Indebtedness shall determination of whether the relevant condition is satisfied may be calculated as if made, at the rate in effect election of the Borrower, at the time of (or on the Calculation Date had been basis of the applicable rate financial statements for the entire period most recently ended Test Period at the time of) either (taking into account any Rate Management Obligations applicable x) the execution of the definitive agreement with respect to such Limited Condition Acquisition or (y) the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness). For purposes , in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of making the computation referred to aboveIndebtedness, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis basis; provided that notwithstanding the foregoing, the absence of an Event of Default under Section 7.01(a) or (e) shall be computed based upon a condition to the average daily balance consummation of any such Limited Condition Acquisition and incurrence of Indebtedness. If the Borrower has made such an election to test at the time of the execution of the definitive agreement with respect to such Limited Condition Acquisition, then, in connection with any subsequent calculation of any ratio or test on or following the relevant determination date, and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime Limited Condition Acquisition, any such ratio or similar rate, a eurocurrency interbank offered rate, or other rate, test shall be deemed calculated on (A) a pro forma basis assuming such Limited Condition Acquisition or any transactions in connection therewith (including any incurrence of Indebtedness, Liens and the use of proceeds thereof) has been consummated, and also on (B) a standalone basis without giving effect to have been based upon the rate actually chosen, orsuch Limited Condition Acquisition and any such transactions in connection therewith. In addition, if nonethe proceeds of an Incremental Commitment are to be used to finance a Limited Condition Acquisition, then based upon such optional rate as at the option of the Borrower and subject to the agreement of the lenders providing such financing, the commitments in respect thereof may designatebe subject to customary “SunGard” conditionality. (e) Any Person Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio (any such amounts, the “Fixed Amounts”) substantially concurrently with any such amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio (including Section 6.15 hereof, any Senior Secured Leverage Ratio test or any Leverage Ratio test) (any such amounts, the “Ratio-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of the Ratio-Based Amounts; provided that the foregoing shall not apply to Restricted Payments. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a Subsidiary on the Calculation Date will be deemed to have been provision of this Agreement that requires compliance with a Subsidiary financial ratio or test, at all times during prior to the reference periodfirst delivery of financial statements pursuant to Section 5.08(a) or (b), and any Person that is not a Subsidiary compliance shall be determined based on the Calculation Date will be deemed not pro forma consolidated financial statements of Holdings delivered pursuant to have been a Subsidiary at any time during the reference periodSection 3.01(j) hereof.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth herein, such ratio shall be calculated in each case on a pro forma basis as follows: (ai) In the event that the Borrower or any Borrower Subsidiary incurs, assumes, guarantees or redeems any Indebtedness subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or simultaneously with the event for which the calculation of such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (bii) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Borrower Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Borrower Subsidiary or was merged with or into the Borrower or any Subsidiary Borrower Subsidiaiy since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (ciii) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of accordance with Regulation S-X under the BorrowerSecurities Act. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes (not resulting from an acquisition), such actions are taken or committed to be taken no later than 15 24 months after date of such acquisition the Effective Date and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (div) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (ev) Any Person that is a Borrower Subsidiary on the Calculation Date will be deemed to have been a Borrower Subsidiary at all times during the reference period, and any Person that is not a Borrower Subsidiary on the Calculation Date will be deemed not to have been a Borrower Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Leverage Ratio and the Senior Secured Leverage Ratio shall be calculated in each case on a pro forma basis as follows: the manner prescribed by this Section 1.07; provided that when calculating any such ratio for the purpose of (ai) In the event definition of Applicable Margin, (ii) any mandatory prepayment under Section 2.10(b)(iii) or (iii) actual compliance with the Financial Covenant, the events set forth in clauses (b), (c) and (d) below that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Leverage Ratio and the Senior Secured Leverage Ratio, all Specified Transactions (and the incurrence or repayment of any Indebtedness by Holdings or any of the Restricted Subsidiaries and the granting or terminating of any Liens in connection therewith) that have been consummated (i) during the applicable period of four consecutive fiscal quarters for which such financial ratio is being calculated but on determined (the “Test Period”) or (ii) subsequent to such Test Period and prior to or substantially 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 EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. (c) If pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith based upon reasonable assumptions (and certified in writing) by a Financial Officer of Holdings and include only those adjustments that are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, (B) factually supportable and reasonably identifiable (in the good faith determination of a Financial Officer of Holdings) (and, for the avoidance of doubt, the adjustments referred to above (and subject to the requirements specified therein) may include adjustments that reflect cost savings, operating expense reductions, and synergies as described in clause (l) of the definition of “Calculation DateEBITDA”). For the avoidance of doubt, all pro forma adjustments shall be consistent with, and subject to, the caps and limits set forth in the 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 any action by Holdings or the Restricted Subsidiaries, such compliance shall be tested against the applicable ratio for such first test date. (d) In the event that Holdings or any of the Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculation of the Leverage Ratio or the Senior Secured Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the Ordinary Course of Business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or substantially simultaneously with the event for which the calculation of any such ratio is made, then such ratio the Leverage Ratio and/or the Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference period.Test Period. [[3596554]] (be) For purposes Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including any Leverage Ratio test, any Senior Secured Leverage Ratio test or the amount of Total Assets or the amount of EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the making of any Limited Condition Acquisition or incurrence of Indebtedness in connection therewith, the computation referred 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 abovesuch Limited Condition Acquisition or (y) the consummation of the Limited Condition Acquisition and related incurrence of Indebtedness, Investmentsin each case, acquisitionsafter giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, dispositionson a pro forma basis; provided that notwithstanding the foregoing, mergers the absence of an Event of Default under Section 7.01(a) or (e) shall be a condition to the consummation of any such Limited Condition Acquisition and consolidations that have been made by incurrence of Indebtedness. If the Borrower has made such an election to test at the time of the execution of the definitive agreement with respect to such Limited Condition Acquisition, then, in connection with any subsequent calculation of any ratio or any Subsidiary during test on or following the reference period or subsequent relevant determination date, and prior to the reference period and earlier of (x) the date on which such Limited Condition Acquisition is consummated or prior to (y) the date that the definitive agreement for such Limited Condition Acquisition is terminated or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning expires without consummation of such reference period Limited Condition Acquisition, any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio or test shall be calculated giving on (A) a pro forma effect thereto for basis assuming such reference period as if such Investment, acquisition, disposition, merger Limited Condition Acquisition or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations any transactions in connection therewith (including any cost savings associated incurrence of Indebtedness, Liens and the use of proceeds thereof) has been consummated, and also on (B) a standalone basis without giving effect to such Limited Condition Acquisition and any such transactions in connection therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, if the proceeds of an Incremental Term Commitment are to be used to finance a Limited Condition Acquisition, then at the option of the Borrower and subject to the agreement of the lenders providing such financing, the commitments in respect thereof may be subject to customary “SunGard” conditionality. (f) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio (any such pro forma calculation may include adjustments appropriateamounts, the “Fixed Amounts”) substantially concurrently with any such amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio (including Section 6.15 hereof, any Senior Secured Leverage Ratio test or any Leverage Ratio test) (any such amounts, the “Ratio-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the reasonable determination calculation of the Borrower, financial ratio or test applicable to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to substantially concurrent utilization of the extent applicable, from the Transactions)Ratio-Based Amounts; provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportablethe foregoing shall not apply to Restricted Payments. Notwithstanding anything to the contrary herein, (y) with respect to operational changes resulting from an acquisition, such actions are taken any amounts incurred or committed to be taken no later than 15 months after date of such acquisition and transactions entered into (zor consummated) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed reliance on a pro forma basis shall be computed based upon the average daily balance provision of such Indebtedness during the reference period. Interest on Indebtedness this Agreement that may optionally be determined at an interest rate based upon requires compliance with a factor of a prime financial ratio or similar ratetest, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during prior to the reference periodfirst delivery of financial statements pursuant to Section 5.08(a) or (b), and any Person that is not a Subsidiary compliance shall be determined based on the Calculation Date will be deemed not pro forma consolidated financial statements of Holdings delivered pursuant to have been a Subsidiary at any time during the reference periodSection 3.01(j) hereof.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the First Lien Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated in each case on a pro forma basis as follows: the manner prescribed by this Section 1.04; provided that, notwithstanding anything to the contrary in clause (ab), (c) In or (d) of this Section 1.04, when calculating the event First Lien Net Leverage Ratio for purposes of the Applicable Excess Cash Flow Percentage the events described in this Section 1.04 that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the period for which applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the 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 ratio is being calculated but on or 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 “Calculation Date”component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the 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 1.04, then the First Lien Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.04. Notwithstanding the foregoing, (x) when calculating the First Lien Net Leverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction (other than the Specified Acquisition) and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect and (y) when calculating the First Lien Net Leverage Ratio for purposes of the Applicable Rate and the Financial Covenant, the Specified Acquisition and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that has occurred shall not be given Pro Forma Effect, and shall instead be calculated on an actual basis commencing with the date the Specified Acquisition has been consummated. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Lead Borrower in accordance with the terms of this Agreement. (d) In the event that the 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 and the Total 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), then (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the First Lien Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period. (be) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent Notwithstanding anything in this Agreement to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investmentscontrary, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisitionany 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 actions are taken or committed to be taken no later than 15 months after date of Designated Acquisition and such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Designated Indebtedness shall be calculated as if the rate in effect determined on the Calculation Date had been date the applicable rate definitive acquisition agreement for such Designated Acquisition is entered into (and not at the entire period (taking into account any Rate Management Obligations applicable 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 Indebtedness). For purposes of making the computation referred Designated Acquisition, all other incurrence tests under this Agreement shall be required to above, interest be complied with on any an actual basis without giving effect to such Designated Indebtedness under a revolving credit facility computed or Designated Acquisition and on a pro forma basis shall be computed based upon after giving effect to such Designated Acquisition and the average daily balance incurrence of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designateDesignated Indebtedness. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such any leverage ratio provided for herein shall be calculated in each case on a pro forma basis as follows: the manner prescribed by this Section 1.11; provided that when calculating any such ratio for the purpose of the definition of Excess Cash Flow Percentage, the events set forth in clause (ab), (c) In the event and (d) below that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the applicable four fiscal quarter period shall not be given pro forma effect. (b) For purposes of calculating any leverage ratio provided for herein, 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 consummated (i) during the applicable period of four consecutive fiscal quarters for which such leverage ratio is being calculated but on determined (the “Test Period”) or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the “Calculation Date”)component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. (c) If pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by the chief financial officer of the Borrower and include only those adjustments that would be permitted or required by Regulation S-X of the federal securities laws together with those adjustments that (i) have been certified by the chief financial officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (ii) are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, (B) expected to have a continuing impact on the Borrower and its Restricted Subsidiaries, (C) factually supportable and reasonably identifiable and (D) based on reasonably detailed written assumptions. For the avoidance of doubt, all pro forma adjustments shall be consistent with, and subject to, the caps and limits set forth in the applicable definitions herein. (d) In the event that the Borrower or any of its Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculation of any leverage ratio provided for herein (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such leverage ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio and the Total Leverage Ratio shall be calculated in each case on a pro forma basis as follows:the manner prescribed by this Section 1.06. (ab) In For purposes of calculating the event that Consolidated Fixed Charge Coverage Ratio, the Borrower Interest Coverage Ratio and the Total Leverage Ratio, Specified Transactions (and the incurrence or any Subsidiary incurs, assumes, guarantees or redeems repayment of any Indebtedness in connection therewith) that have been made (%4) during the applicable Measurement Period and (%4) subsequent to the commencement of the period for which such ratio is being calculated but on or Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made (the “Calculation Date”), then such ratio shall be calculated giving on a pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, as if the same had occurred at the beginning of the applicable reference period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations basis assuming that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations Specified Transactions (and all related financing transactionsany 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 reference periodapplicable Measurement Period. Additionally, if If since the beginning of such reference period any applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower Parent or any Subsidiary of its Subsidiaries since the beginning of such reference period Measurement Period shall have made any Investment, acquisition, disposition, merger or consolidation Specified Transaction that would have required adjustment pursuant to this definitionSection 1.06, then such ratio the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio and the Total Leverage Ratio shall be calculated giving to give pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference periodin accordance with this Section 1.06. (c) For purposes of the calculations referred to herein, whenever Whenever pro forma effect is to be given to a transactionSpecified Transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In additionParent and may include, any such pro forma calculation may include adjustments appropriatewithout duplication, in the reasonable determination of the Borrowercost savings, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements restructuring charges and expense and cost saving synergies in respect of operational changes (not resulting from an such Investment, acquisition) included , disposition, merger, consolidation or discontinued operation or other transaction, in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agentmanner described in the definition of Consolidated EBITDA. (d) If any Indebtedness bears Interest on a floating Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent to be the rate of interest and is being given pro forma effect, the interest on implicit in such Indebtedness shall be calculated as if the rate Capital Lease Obligation in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference periodaccordance 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 London interbank offered rate, or other rate, shall be deemed determined to have been based upon the rate actually chosen, or, or if none, then based upon such optional rate chosen as the Borrower Parent or Subsidiary may designate. (e) Any Person that is a Subsidiary Notwithstanding anything in this Agreement to the contrary, with respect to any Designated Acquisition and the incurrence of any Designated Indebtedness or Lien in connection therewith, compliance with the Payment Conditions test required by this Agreement for such Designated Acquisition or such Designated Indebtedness shall be determined on the Calculation Date will date the definitive acquisition agreement for such Designated Acquisition is entered into and, only with respect to the tests described in clause (b)(i)(A) and (b)(ii) of the definition of “Payment Conditions”, at the time of closing of such Designated Acquisition and 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 deemed required to have been be complied with on an actual basis without giving effect to such Designated Acquisition and on a Subsidiary at all times during pro forma basis after giving effect to such Designated Acquisition and the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference periodincurrence of such Designated Indebtedness.

Pro Forma Calculations. For purposes of determining compliance with any ratio set forth (a) Notwithstanding anything to the contrary herein, such ratio the Consolidated Interest Coverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio shall be calculated in each case on a pro forma basis as follows: the manner prescribed by this Section 1.07; provided that notwithstanding anything to the contrary herein, when calculating 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 clause (ab), (c) In the event and (d) below that the Borrower or any Subsidiary incurs, assumes, guarantees or redeems any Indebtedness occurred subsequent to the commencement end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Consolidated Interest Coverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, Pro Forma Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been consummated (i) during the applicable period of four consecutive fiscal quarters for which such financial ratio is being calculated but on determined (the “Test Period”) or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the “Calculation Date”)component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a financial or accounting Responsible Officer of the Parent and include only those adjustments that would be (a) permitted or required by Regulation S-X together with those adjustments that (i) have been certified by a financial or accounting Responsible Officer of the Parent as having been prepared in good faith based upon reasonable assumptions and (ii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent and (b) required by the definition of Consolidated EBITDA. (d) In the event that the Parent or any 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 Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such ratio the Consolidated Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, shall be calculated giving pro forma effect to such incurrence, assumption, guarantee incurrence or redemption repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable reference periodTest Period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. For Solely for purposes of determining compliance with whether any ratio set forth hereinaction is otherwise permitted to be taken hereunder, such ratio (i) any calculation to be determined on a “pro forma” basis, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Total Leverage Ratio, in each case, shall be calculated in each case on a pro forma basis as follows: (aA) In For purposes of making the computation referred to above, in the event that the Borrower Holdings or any Restricted Subsidiary incurs, assumes, guarantees guarantees, redeems, retires or redeems extinguishes any Indebtedness subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or simultaneously with the event for which the calculation of such ratio is made (the a “Calculation Date”), then such ratio calculation shall be calculated made giving pro forma effect to such incurrence, assumption, guarantee guarantee, redemption, retirement or redemption extinguishment of Indebtedness, Indebtedness as if the same had occurred at the beginning of the applicable reference periodTest Period; provided that, for purposes of making the computation of Consolidated Total Leverage for the computation of Consolidated Total Leverage Ratio referred to above, Consolidated Total Leverage shall be Consolidated Total Leverage as of the date the relevant action is being taken. (bB) For purposes of making the computation referred to above, if any Investments, acquisitions, dispositions, mergers and consolidations that have been Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made by the Borrower (or any Subsidiary during the reference period or committed to be made pursuant to a definitive agreement) subsequent to the reference commencement of the period and for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date Date, then such calculation shall be given made giving pro forma effect as if all to such Investments, acquisitions, dispositions, mergers Dispositions and consolidations (and all related financing transactions) designations as if the same had occurred on at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (o) of and the last proviso of the first day sentence of the reference period. Additionally, if definition of “Consolidated EBITDA.” If since the beginning of such reference period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any Subsidiary of its Restricted Subsidiaries since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger Investment or consolidation Disposition that would have required adjustment pursuant to this definitionprovision, then such ratio calculation shall be calculated made giving pro forma effect thereto for such reference period Test Period as if such Investment, acquisition, disposition, merger Investment or consolidation (and all related financing transactions) Disposition had occurred at the beginning of the reference periodapplicable Test Period. (cC) For purposes of determining any financial ratio or making any financial covenant calculation for any period or a portion of a period prior to the calculations first delivery of financial statements pursuant to Section 6.1, the Consolidated Total Leverage Ratio shall be determined based on the most recent financial statements of Holdings that have been furnished as referred to hereinin Section 4.1, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (includingand, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by compliance with the Administrative Agent. (d) If any Indebtedness bears a floating rate of interest and Consolidated Total Leverage Ratio is being given pro forma effectrequired, the interest on levels for such Indebtedness Consolidated Total Leverage Ratio shall be calculated as if the rate levels set forth in effect on the Calculation Date had been the applicable rate Section 7.1(a) for the entire fiscal period (taking into account any Rate Management Obligations applicable to such Indebtedness). For purposes of making the computation referred to aboveended December 31, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate as the Borrower may designate2012. (e) Any Person that is a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference period.

Pro Forma Calculations. (a) Any financial ratio or test or compliance with any covenants determined by reference to Consolidated EBITDA, Consolidated Net Tangible Assets or any component definition thereof shall be calculated in a manner prescribed by this Section 1.7. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the applicable period for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended period for which the financial statements of the Consolidated Parties are available (as determined in good faith by the Company). (b) For purposes of determining compliance with any provision of this Agreement, including the determination of any financial ratio set forth hereinor test, any Specified Transaction that has occurred (i) during the applicable period or (ii) subsequent to such ratio period and prior to or simultaneously with the event for which the determination of any such ratio, test or compliance with covenants is being made shall be calculated in each case determined on a pro forma basis as follows:(including giving effect to those specified in accordance with the definitions of “Consolidated EBITDA” and “Consolidated Net Income” and any component definitions thereof) assuming that all such Specified Transactions (including such Specified Transaction for which such compliance is being determined) had occurred on the first day of the applicable period. If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into an Obligor or any Restricted Subsidiary since the beginning of such period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.7, then for purposes of determining compliance with any provision of this Agreement, including the determination of any financial ratio or test, such Specified Transactions shall be calculated to give pro forma effect thereto in accordance with this Section 1.7. (ac) In the event that the (x) any Obligor or Restricted Subsidiary incurs (including by assumption or guarantee) or repays (including by redemption, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and not replaced) or (y) any Borrower or any Restricted Subsidiary incursissues, assumes, guarantees repurchases or redeems any Indebtedness Disqualified Stock, (i) during the applicable period or (ii) subsequent to the commencement end of the applicable period for which such ratio is being calculated but on or and prior to or simultaneously with the event for which the calculation of any such ratio or test is made (the “Calculation Date”)or compliance with any covenant is determined, then such financial ratio or test or determination of compliance shall be calculated giving pro forma effect to such incurrenceincurrence or repayment of Indebtedness, assumptionor such issuance, guarantee refinancing or redemption of IndebtednessDisqualified Stock, in each case to the extent required, as if the same had occurred at on the beginning last day of the applicable reference period. period (b) For purposes except that, in making such computation, the amount of making Indebtedness under any revolving credit facility shall be computed based upon the computation referred to above, Investments, acquisitions, dispositions, mergers and consolidations that have been made by the Borrower or any Subsidiary average daily balance of such Indebtedness during the reference applicable period or subsequent during the period from the date of creation of such facility to the reference period and on or prior to or simultaneously with the Calculation Date shall be given pro forma effect as if all such Investments, acquisitions, dispositions, mergers and consolidations (and all related financing transactions) had occurred on the first day of the reference period. Additionally, if since the beginning of such reference period any Person that subsequently became a Subsidiary or was merged with or into the Borrower or any Subsidiary since the beginning of such reference period shall have made any Investment, acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then such ratio shall be calculated giving pro forma effect thereto for such reference period as if such Investment, acquisition, disposition, merger or consolidation (and all related financing transactions) had occurred at the beginning of the reference period. (c) For purposes of the calculations referred to herein, whenever pro forma effect is to be given to a transaction, the pro forma calculations (including any cost savings associated therewith) shall be made in good faith by a responsible financial or accounting officer of the Borrower. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect any operating expense reductions and other operating improvements or synergies projected in good faith to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable, (y) with respect to operational changes resulting from an acquisition, such actions are taken or committed to be taken no later than 15 months after date of such acquisition and (z) the aggregate amount of projected operating expense reductions, operating improvements and synergies in respect of operational changes (not resulting from an acquisition) included in any pro forma calculation shall not exceed $20,000,000 for any four consecutive fiscal quarter period unless otherwise approved by the Administrative Agent.calculation); (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date date of determination had been the applicable rate for the entire period (taking into account any Rate Management Obligations interest hedging arrangements applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable period, the actual interest may be used for the applicable portion of such period. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed Interest on a pro forma basis Capitalized Lease Obligation shall be computed based upon deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the average daily balance Company to be the rate of interest implicit in such Indebtedness during the reference periodCapitalized 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, LIBOR or other rate, shall be deemed determined to have been based upon the rate actually chosen, or, or if none, then based upon such optional rate chosen as the Borrower Company or a Restricted Subsidiary may designate. (e) Any Person that Whenever pro forma effect is to be given to any Specified Transaction, the pro forma calculations shall be made in good faith by a Subsidiary on responsible financial or accounting officer of the Calculation Date will be deemed to have been a Subsidiary at all times during the reference period, and any Person that is not a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during the reference periodCompany.