Common use of Pro Forma Calculations Clause in Contracts

Pro Forma Calculations. (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 Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Period.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (i) Any calculation subject to be determined on a “pro forma” basisSection 1.02(i)), after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net Cash Interest Expense, Consolidated Interest Expense, the Consolidated First Lien Net Leverage Ratio, the Consolidated Total Net Secured Leverage Ratio, the Consolidated Senior Secured Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, Consolidated EBITDA, Consolidated Net Income, Four Quarter Consolidated EBITDA, Consolidated Total Assets and Consolidated Net Tangible Assets shall be calculated (including, in each case, shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the computation referred applicable four quarter period to abovewhich such calculation relates, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, and/or subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation end of such Qualified Contract four-quarter period (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; providedincluding, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues any proposed Investment or acquisition pursuant to Rule 2.7 of The City Code on Takeovers and Mergers (and any or a similar arrangement) for which committed financing is obtained or is sought to be obtained, the relevant determination or calculation may be made with respect to an event occurring or intended to occur subsequent to such related assetsfour-quarter period); providedprovided that notwithstanding the foregoing, further, that when calculating the Consolidated First Lien Net Leverage Ratio for purposes of making (i) determining the computation applicable percentage of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) Excess Cash Flow for purposes of making the computation referred to above, if any Investments (including the TransactionsSection 2.05(b), brand acquisitions(ii) the Applicable Rate, Dispositions (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to compliance on a definitive agreementPro Forma Basis) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation DateFinancial Covenant, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions any Specified Transaction and designations as if any related adjustment contemplated in the same had occurred at the beginning definition of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause Pro Forma Basis (n) and corresponding provisions of the definition of “Consolidated EBITDA” and clause (o) of that occurred subsequent to the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning end of the applicable Test Periodfour quarter period shall not be given Pro Forma Effect.

Pro Forma Calculations. The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with any test or covenant hereunder, (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 all financial ratios and tests (ii) the Consolidated including Senior Secured Net First Lien Leverage Ratio, the Consolidated Total Net Secured Leverage Ratio, the Consolidated Net Total Leverage Interest Coverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage RatioLiquidity, Adjusted Secured Asset Portfolio Value, Net Asset Value, Operating EBITDA and, in each case, any financial calculations or components required to be made or included therein) shall be calculated as follows (subject to on a Pro Forma Basis for the provisions of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period most recent four consecutive fiscal quarters for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) financial statements with respect to Qualified Contracts shall not exceed $50 million in revenues (the Borrower and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage RatioUltimate Parent, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage have been or Fixed Charges, as applicable, shall are required to be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date delivered pursuant to Section 5.01 prior to the relevant action is being taken giving date of determination, (ii) after consummation of any permitted acquisition or other Investment, (A) income statement items, cash flow items and balance sheet items (whether positive or negative) attributable to the target acquired in such transaction (including any pro forma effect run rate cost saving to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made extent permitted pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated Operating EBITDA” ”) shall be included in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and clause the Administrative Agent and (oB) Indebtedness which is retired in connection with a permitted acquisition shall be excluded from such calculations and deemed to have been retired as of the definition of “Consolidated Net Income”. If since the beginning first day of such applicable period and (iii) after any Person that subsequently became Disposition permitted by Section 6.04 to a Restricted Subsidiary third party of Equity Interests in a Subsidiary, a division or was merged with line of business, or into any assets constituting discontinued operations, (A) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower or any of its Restricted Subsidiaries since and the beginning Administrative Agent and (B) Indebtedness that is repaid with the proceeds of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for excluded from such Test Period calculations and deemed to have been repaid as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the first day of such applicable Test Periodperiod.

Pro Forma Calculations. (i) Any With respect to the calculation to be determined on a “pro forma” basisof any test, after giving “pro forma” effect to certain transactions financial ratio, basket or pursuant to words of similar import and (ii) the Consolidated Net First Lien Leverage Ratiocovenant under this Agreement, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and including the Fixed Charge Coverage Ratio, in each caseof any Person and its Consolidated Subsidiaries, shall as of any date, pro forma effect will be calculated as follows (subject given to the provisions Transactions on the Closing Date, any acquisition, merger, consolidation, Investment, any issuance, incurrence, assumption or repayment or redemption of Section 1.2): Debt (aincluding Debt issued, incurred or assumed or repaid or redeemed as a result of, or to finance, any relevant transaction and for which any such test, financial ratio, basket or covenant is being calculated) (but excluding the identifiable proceeds of any Debt being incurred substantially simultaneously therewith or as part of the same transaction or series of related transactions for purposes of making netting cash to calculate the computation referred applicable ratio), any issuance or redemption of preferred stock, all sales, transfers and other dispositions or discontinuance of any Subsidiary, line of business, division, segment or operating unit, any operational change (including the entry into any material contract or arrangement) or any designation of a Consolidated Subsidiary to abovean Unrestricted Subsidiary or of an Unrestricted Subsidiary to a Consolidated Subsidiary, in each case that have occurred during the event that four consecutive fiscal quarter period of the Borrower Company being used to calculate such test, financial ratio, basket or any of its Restricted Subsidiaries incurscovenant (the “Reference Period”), assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement end of the period for which such ratio is being calculated Reference Period but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Dateevent for which a determination under this definition is made (including any such event occurring at a Person who became a Consolidated Subsidiary of the subject Person or was merged or consolidated with or into the subject Person or any other Consolidated Subsidiary of the subject Person after the commencement of the Reference Period), then as if each such calculation event occurred on the first day of the Reference Period. For purposes of making any computation referred to above: (1) if any Debt bears a floating rate of interest and is being given pro forma effect, the interest on such Debt shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations calculated as if the same rate in effect on the date for which a determination under this definition is made had occurred been the applicable rate for the entire period (taking into account any Hedging Agreements applicable to such Debt if such Hedging Agreements has a remaining term in excess of 12 months); (2) interest on a Capital Lease shall be deemed to accrue at the beginning an interest rate reasonably determined by a responsible financial or accounting officer, in his or her capacity as such and not in his or her personal capacity, of the applicable Test Period Borrower Agent to be the rate of interest implicit in such Capital Lease in accordance with GAAP; (3) interest on Debt that may optionally be determined at an interest rate based upon a manner consistentfactor of a prime or similar rate, where applicablean eurocurrency interbank offered rate, with 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 Agent may designate; and (4) interest on any Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Debt during the applicable period. Any pro forma calculation may include, without limitation, adjustments set forth calculated in clause accordance with Regulation S-X under the Securities Act; provided that any such adjustments that consist of reductions in costs and other operating improvements or synergies (nwhether added pursuant to this definition, the definition “Pro Forma Cost Savings” or otherwise added to Consolidated Net Income or EBITDA) of shall be calculated in accordance with, and satisfy the requirements specified in, the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net IncomePro Forma Cost Savings”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Period.

Pro Forma Calculations. (ia) Any calculation to be determined on a “pro forma” basis, after giving “pro forma” effect to certain transactions or pursuant to words For purposes of similar import and (ii) calculating the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage RatioConsolidated Net Leverage Ratio for any purpose hereunder (including Permitted Acquisitions, Permitted Restricted Payments, Section 2.1(d) and Section 8.7), such calculations shall be made on a pro forma basis as follows: (i) Consolidated Funded Indebtedness shall be calculated on the relevant date of measurement of the Consolidated Net Leverage Ratio (whether the last day of a Fiscal Quarter or the date of a transaction with respect to which pro forma compliance is required), but in the case of measurement in connection with any event hereunder (and not for periodic compliance with the financial covenants under Section 8.7), giving pro forma effect to all Indebtedness to be incurred or repaid on such date (whether in connection with a Specified Transaction, a Permitted Restricted Payment, an increase of the Aggregate Commitments or the addition of an additional Term Loan pursuant to Section 2.1(d), or any other transaction for which pro forma compliance is being measured) and in the case of any such computation in connection with any increase or additional Term Loan pursuant to Section 2.1(d) the entire amount of such increase and/or additional Term Loan shall be assumed to be drawn; (ii) Consolidated EBITDA shall be calculated for the period of four Fiscal Quarters most recently ended for which financial statements have been (or in the case of any periodic financial covenant compliance, are being) delivered, but giving pro forma effect to the Specified Transaction for which such measurement is being made (if any) and all other Specified Transactions (if any) that have occurred (A) during the period in respect of which such calculations are required to be made or (B) subsequent to such period and prior to or simultaneously with the event for which the pro forma calculation of either such ratio is being made (in the case of such calculation being made for a Specified Transaction, Permitted Restricted Payment, increase in the Aggregate Commitments or the addition of an additional Term Loan pursuant to Section 2.1(d) or other event, and not for periodic covenant compliance pursuant to Section 8.7), in each case, shall case by assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the period of four Fiscal Quarters in respect of which such calculation of Consolidated EBITDA is required to be calculated as follows (subject to the provisions of Section 1.2):made; and (aiii) for purposes of making the computation referred to above, in In the event that the Borrower or any of its Restricted Subsidiaries incursSubsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, assumesredemption, guaranteesrepayment, redeems, retires, defeases retirement or extinguishes extinguishment) any Indebtedness in connection with any Specified Transaction, Permitted Restricted Payment or enters into, terminates an increase in the Aggregate Commitments or cancels a Qualified Contract, the addition of an additional Term Loan pursuant to Section 2.1(d) (or any other than transaction for which pro forma compliance is being measured) (A) during the completion thereof period in accordance with its terms, respect of which such calculations are required to be made or (B) subsequent to the commencement end of the such period for which such ratio is being calculated but on or and prior to or substantially concurrently simultaneously with or for the purpose of the event for which the pro forma calculation of either such ratio is made (a “Calculation Date”)being made, then in each such calculation case the Consolidated Interest Charges component of the Consolidated Fixed Charge Coverage Ratio shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance incurrence or extinguishment repayment of Indebtedness (and any other incurrence or entry intorepayment of Indebtedness for which pro forma calculations have been required pursuant to this provision during such relevant period), termination to the extent required, by providing that (A) any such Indebtedness incurred or cancellation assumed in connection with such transaction shall be deemed to have been incurred as of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning first day of the applicable Test Period; providedperiod, that and if such Indebtedness has a floating or formula rate of interest, shall have an implied rate of interest for the aggregate amount applicable period for purposes of revenues (and related assets) included this provision determined by utilizing the rate which is or would be in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) effect with respect to Qualified Contracts such Indebtedness as at the relevant date of determination and (B) any Indebtedness repaid by the Borrower or any Subsidiary (including any Person acquired) in connection with such transaction shall not exceed $50 million be deemed to have been so repaid on the first day of the applicable period. (b) Whenever any financial covenant is to be computed on a pro forma basis hereunder, the pro forma calculations shall be made in revenues good faith by an Authorized Officer and in a manner reasonably acceptable to the Administrative Agent, subject, in the case of any Permitted Acquisition, to the Administrative Agent’s receipt of financial statements or other financial data with respect to the acquired Person or business reasonably acceptable to the Administrative Agent, including (i) the most recent financial statements with respect to the acquired Person or business prepared by such acquired Person or the seller thereof and (ii) to the extent available, the most recent audited and interim unaudited financial statements with respect to the acquired Person. (c) If at any time the Borrower has made an LCA Election to test a financial ratio test or condition at the time of the execution and delivery of the purchase agreement related to such related assets); providedLimited Condition Acquisition, further, that for purposes then in connection with any subsequent calculation of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation any of the Consolidated Net First Lien Leverage Ratio, Ratio or the Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio for any purpose under this Agreement (including any basket, measurement, or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making Section 8.7) following the computation referred relevant date of execution of the definitive agreement with respect to abovesuch Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, if any Investments such financial covenant shall be required to be satisfied both (x) on a pro forma basis hereunder assuming such Limited Condition Acquisition and other transactions in connection therewith (including the Transactions)incurrence or assumption of Indebtedness and assuming any cash intended, brand acquisitionsby the anticipated sources and uses, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made to consummate such Limited Condition Acquisition has so been used (or committed to be made pursuant to a definitive agreement) subsequent to and thus is not netted in calculating the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of Leverage Ratio)) have been consummated and (y) assuming such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of Limited Condition Acquisition and such period shall other transactions in connection therewith have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Periodnot been consummated.

Pro Forma Calculations. (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 Net First Lien Leverage Ratio, the Consolidated Net Senior Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Consolidated Net Interest Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2):follows: (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries Subsidiary incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then except as otherwise set forth in clauses (d) and (e) below, such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, provided that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Senior Secured Leverage, Leverage or Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Senior Secured Leverage Ratio, Ratio or Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Senior Secured Leverage, Leverage or Consolidated Net Total Leverage or Fixed ChargesLeverage, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Senior Secured Leverage, Leverage or Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and; (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitionsInvestments, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (nj) of and the last proviso of the first sentence of the definition of “Consolidated EBITDA.” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions Investment or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions Investment or Disposition had occurred at the beginning of the applicable 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 first delivery of financial statements pursuant to Section 6.1, the Consolidated Net Senior Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio and the Consolidated Net Interest Coverage Ratio shall be determined based on the most recent financial statements of the Borrower that have been furnished pursuant to Section 6.1(a) or (b) of the Existing Credit Agreement and this Agreement, and the levels for the Consolidated Net Total Leverage Ratio and the Consolidated Net Interest Coverage Ratio shall be the levels set forth in Sections 7.1(a) and (b) of this Agreement for the fiscal period ended September 30, 2012; (d) for purposes of calculating the principal amount of Indebtedness permitted to be incurred pursuant to either Section 2.25(a)(x) or Section 7.2(i)(i), in each case, in reliance on the definition of “Maximum Incremental Facilities Amount,” any pro forma calculation of the Consolidated Net Senior Secured Leverage Ratio shall not give effect to any other incurrence of Indebtedness on the date of determination pursuant to Section 2.25(a)(y) or any other clause or sub-clause of Section 7.2; (e) for purposes of calculating the amount of Liens permitted to be incurred pursuant to either (x) (solely with respect to Indebtedness incurred pursuant to Section 2.25(a)(x) in reliance on the definition of “Maximum Incremental Facilities Amount”) Section 7.3(h) or (y) (solely with respect to Indebtedness incurred pursuant to Section 7.2(i)(i) in reliance on the definition of “Maximum Incremental Facilities Amount”) Section 7.3(g), any pro forma calculation of the Consolidated Net Senior Secured Leverage Ratio shall not give effect to any other incurrence of Liens on the date of determination pursuant to any other clause or sub-clause of Section 7.3; and (f) for purposes of (x) determining compliance with any provision of this Agreement which requires pro forma compliance with the covenants set forth in Section 7.1 or pro forma calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Total Leverage Ratio or the Consolidated Net Interest Coverage Ratio or (y) testing baskets set forth in Article VII of this Agreement (including baskets measured as a percentage of Consolidated EBITDA), in each case, solely for purposes of determining whether the incurrence of Indebtedness or Liens, or the making of Investments, Restricted Payments, fundamental changes under Section 7.4 or the designation of an Unrestricted Subsidiary, in each case necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition is permitted (and, for the avoidance of doubt, not for purposes of determining quarterly compliance with the financial covenant set forth in Section 7.1), the date of determination shall, at the option of the Borrower, be the time the definitive agreements for such Limited Condition Acquisition are entered into (or, if applicable, the date of delivery of an irrevocable notice or declaration of such Limited Condition Acquisition) after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period (in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (j) of and the last proviso of the first sentence of the definition of “Consolidated EBITDA”), and, for the avoidance of doubt, if any of such baskets or ratios are exceeded as a result of fluctuations in such ratio or basket, including due to fluctuations in Consolidated EBITDA 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 solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if the Borrower has made such an election, in connection with the calculation of any basket or ratio availability with respect to the incurrence of Indebtedness or Liens, or the making of Investments, Restricted Payments, Dispositions, fundamental changes under Section 7.4 or the designation of an Unrestricted Subsidiary (excluding the financial covenant set forth in Section 7.1) on or following the date of such election and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition (or, if applicable, the notice or declaration of such Limited Condition Acquisition) is terminated, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Acquisitions and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated, except to the extent that such calculation would result in a lower Consolidated Net Senior Secured Leverage Ratio or Consolidated Net Total Leverage Ratio or a higher Consolidated Net Interest Coverage Ratio or larger basket, as applicable, than would apply if such calculation was made without giving Pro Forma Effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof); provided that notwithstanding the foregoing, when calculating the Consolidated Net Total Leverage Ratio or the Consolidated Net Interest Coverage Ratio, as applicable, for purposes of (i) determining the Applicable Margin, (ii) determining the Applicable Commitment Fee Rate and (iii) determining actual compliance (and not pro forma compliance or compliance on a pro forma basis) with the covenants pursuant to Section 7.1, any pro forma event of the type set forth in clauses (a) or (b) of this Section 1.3 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (i) Any calculation subject to be determined on a “pro forma” basisSection 1.02(i)), after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net Cash Interest Expense, Consolidated EBITDA, Consolidated First Lien Net Leverage Ratio, the Consolidated Interest Coverage Ratio, Consolidated Interest Expense, Consolidated Net Income, Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Assets, Consolidated Total Net Total Leverage Ratio, Four Quarter Consolidated EBITDA, Fixed Charges and/or Pro Forma Cost Savings of the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage RatioBorrower shall be calculated (including, in each case, shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the computation referred applicable four quarter period to abovewhich such calculation relates, and/or subsequent to the end of such four-quarter period (including, with respect to any proposed Investment or acquisition pursuant to Rule 2.7 of The City Code on Takeovers and Mergers (or a similar arrangement) for which committed financing is obtained or is sought to be obtained, the relevant determination or calculation may be made with respect to an event occurring or intended to occur subsequent to such four-quarter period); provided that notwithstanding the foregoing, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) the Applicable Rate, (ii) the Applicable Commitment Fee and (iii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the event definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the Borrower or end of the applicable four quarter period shall not be given Pro Forma Effect. Notwithstanding anything to the contrary contained herein, for purposes of calculating any leverage ratio herein in connection with the incurrence of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates the issuance of any Disqualified Stock or cancels a Qualified Contract, other than Preferred Stock there shall be no netting of the completion thereof cash proceeds proposed to be received in accordance connection with its terms, subsequent the incurrence of such Indebtedness or the issuance of any Disqualified Stock or Preferred Stock. Notwithstanding anything in this Agreement to the commencement of contrary, in calculating the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Senior Secured Net Secured Leverage Ratio and/or Consolidated Total Net Leverage Ratio, the Borrower shall treat any revolving facility then being established (or the amount of any increase thereof) as fully drawn and, if such Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio and/or Consolidated Total Net Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverageis satisfied with respect thereto at such time, Consolidated Net Secured Leverageany subsequent borrowing or other incurrence thereunder, Consolidated Net Total Leverage or Fixed Charges, as applicablenot in excess of the aggregate amount attributable to such revolving facility and included in such calculation, shall not be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges deemed as an incurrence of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of additional Indebtedness in connection with at such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Periodtime.

Pro Forma Calculations. (i) Any calculation to be determined on a “pro forma” basis, after giving “pro forma” effect to certain transactions or pursuant to words For purposes of similar import and (ii) calculating the Consolidated Total Net First Lien Leverage Ratio, the Consolidated First Lien Net Secured Leverage Ratio, the Consolidated Secured Net Total Leverage Ratio, the Financial Covenant Ratio or Fixed Charge Coverage Ratio for any purpose hereunder, Specified Transactions (and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions incurrence or repayment of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness in connection therewith) that have been made (A) during the period in respect of which such calculations are required to be made or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, (B) subsequent to the commencement of the such period for which such ratio is being calculated but on or and prior to or substantially concurrently simultaneously with or for the purpose of the event for which the calculation of any such ratio is made (on a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract basis (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) solely with respect to Qualified Contracts determining pro forma compliance for such event, and not for other purposes (including pricing or the applicable percentage for Excess Cash Flow prepayments)) shall not exceed $50 million in revenues be calculated on a pro forma basis assuming that all such Specified Transactions (and any such related assets); provided, further, that for purposes of making increase or decrease in Consolidated EBITDA and the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation component financial definitions used in either of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect foregoing attributable to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (bSpecified Transaction) for purposes of making had occurred on the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement first day of the period for in respect of which such calculation is being made but on or prior calculations are required to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”made. If since the beginning of such any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower Holdings or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition Specified Transaction that would have required adjustment pursuant to this provisionSection 1.03(d), then such calculation then, at the option of the Borrower, the Consolidated Total Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and Fixed Charge Coverage Ratio shall be made giving calculated to give pro forma effect thereto in accordance with this Section 1.03(d). (i) 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, subject, in the case of any Permitted Acquisition for consideration in excess of $50,000,000, to the Administrative Agent’s receipt of, to the extent available to Holdings or the Restricted Subsidiaries, (x) the most recent financial statements with respect to the acquired Person or business available and prepared by such Test Period as if such Investment, brand acquisitions acquired Person or Disposition had occurred at the beginning of seller thereof and (y) the applicable Test Periodmost recent audited and interim unaudited financial statements with respect to the acquired Person.

Pro Forma Calculations. (ia) Any calculation to be determined on a “pro forma” basisFor purposes of determining the Interest Coverage Ratio, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Total Net First Lien Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of such ratios), Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, the incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), acquisitions, dispositions, mergers, amalgamations, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by WS or any of the Restricted Subsidiaries during a Test Period or subsequent to such Test Period and on or prior to the date that the Interest Coverage Ratio, the Total Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, Assets and the Financial Covenant Consolidated Fixed Charge Coverage Ratio is being tested shall be calculated on a pro forma basis assuming that all such Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, dispositions, mergers, amalgamations consolidations and disposed operations (and, for the avoidance of doubt, the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the Test Period; provided, that, in the case of Dividends described in clause (y) of the definition “Dividends” and Unfinanced Capital Expenditures, to the extent that any such anticipated Dividends or Unfinanced Capital Expenditures (as applicable) to be made in any given period are, in the good faith judgment of the Administrative Borrower, lower than historical or previously budgeted amounts for such Dividends and Unfinanced Capital Expenditures (as applicable), pro forma effect is to be given with respect to the entire Test Period taking into account the newly anticipated amounts of such Dividends and Unfinanced Capital Expenditures (as applicable) in each case, as reasonably determined by a responsible financial or accounting officer of the Administrative Borrower; provided, further, that, notwithstanding the immediately preceding proviso, to the extent that any such Dividends that were actually made in any given period are greater than historical or previously budgeted or anticipated amounts for such Dividends, any such difference between any such Dividends that were actually made in such given period and historical or previously budgeted or anticipated amounts for such Dividends shall be taken into account for purposes of determining the Consolidated Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (immediately succeeding Test Period by including the Transactions), brand acquisitions, Dispositions difference between such historical or designations of Unrestricted Subsidiaries previously budgeted or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which anticipated amounts and such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then actual amounts in such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”calculations. If since the beginning of such period Test Period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the Borrower WS or any of its the Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions Dividends, prepayments, repurchases, redemptions or Disposition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation that would have required adjustment pursuant to this provisionthe preceding sentence, then the Interest Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of such calculation ratios) shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions Dividends, prepayments, repurchases, redemptions or Disposition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the applicable Test Period. (b) Whenever pro forma effect is to be given with respect to a transaction or specified action, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Administrative Borrower and shall be made in accordance with Article 11 of Regulation S-X. In addition to pro forma adjustments made in accordance with Article 11 of Regulation S-X, pro forma calculations may also include operating expense reductions and operating improvements or synergies for such period resulting from any asset sale or other disposition or acquisition, Investment, merger, amalgamation, consolidation, discontinued operation, cost savings initiatives, operating improvements and changes or business optimization and other restructuring and integration activities for which pro forma effect is being given that (A) have been realized or (B) for which specified actions have been taken or are reasonably expected to be taken within twenty-four (24) months of the date of such transaction; provided, that (w) any pro forma adjustments made pursuant to this sentence shall be set forth in Compliance Certificates of the Administrative Borrower delivered to Agent pursuant to Section 9.1.1(d) and, to the extent required hereunder, in any certificate required to be delivered under the definition of Payment Condition, (x) such operating expense reductions, operating improvements or synergies are reasonably identifiable and quantifiable in the good faith judgment of the Administrative Borrower, (y) no operating expense reductions, operating improvements or synergies shall be given pro forma effect to the extent duplicative of any expenses or charges relating to such operating expense reductions, operating improvements or synergies that are added back pursuant to the definition of Consolidated EBITDA, and (z) operating expense reductions, operating improvements or synergies given pro forma effect shall not include any operating expense reductions, operating improvements or synergies related to the combination of the operation of any Person, property, business or asset acquired, including pursuant to the Transactions or pursuant to a transaction consummated prior to the Closing Date, and subsequently so disposed of. Such pro forma adjustments may be in addition to (but not duplicative of) adjustments to Consolidated Net Income and addbacks to Consolidated EBITDA; provided, that the sum of (i) the aggregate amount of operating expense reductions, operating improvements and synergies pursuant to this Section 1.7(b), plus (ii) the aggregate amount of increases to Consolidated EBITDA pursuant to clause (h) of the definition thereof shall not exceed 20% of Consolidated EBITDA for any four consecutive fiscal quarter period (calculated prior to giving effect to such adjustments). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date that Consolidated EBITDA is being tested had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Administrative Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, any rate based on SOFR, XXXXX, EURIBOR, XXXXX or any Successor 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 Administrative Borrower may designate.

Pro Forma Calculations. (i) Any calculation For purposes of determining whether any action is otherwise permitted 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 Net First Lien Leverage Ratiotaken hereunder, the Consolidated Total Net Leverage Ratio and Senior Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2):follows: (a) for purposes of making the computation referred to above, in In the event that the Borrower or any of its Restricted Subsidiaries Subsidiary (i) incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates (ii) issues or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, redeems 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 substantially concurrently simultaneously with or for the purpose of the event for which the calculation of such ratio is made (a “Ratio Calculation Date”), then such calculation ratio shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness Indebtedness, or entry intosuch issuance or redemption of Disqualified Stock or Preferred Stock, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; andfour-quarter period. (b) for For purposes of making the computation referred to above, if any Investments Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (including the Transactionsas determined in accordance with GAAP), brand acquisitions, Dispositions or designations in each case with respect to an operating unit of Unrestricted Subsidiaries or Restricted Subsidiaries are a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to the commencement of the such reference period for which such calculation is being made but and on or prior to or simultaneously with the relevant Ratio Calculation Date, then and other operational changes that the Borrower or any of its Restricted Subsidiaries has made during the four-quarter reference period or subsequent to such calculation reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be made giving calculated on a pro forma effect to basis in accordance with GAAP assuming that all such Investments, brand acquisitions, Dispositions dispositions, mergers, amalgamations, consolidations, discontinued operations and designations as if the same other operational changes had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or Disposition operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this provisiondefinition, then such calculation ratio shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions acquisition, disposition, merger, consolidation, discontinued operation or Disposition operational change had occurred at the beginning of the applicable Test Periodfour-quarter period. (c) For purposes of this Section 1.08, whenever pro forma effect is to be given to any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower as set forth in an Officer’s Certificate, to reflect (i) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions) and (ii) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote (5) to the “Summary Historical and Pro Forma Financial Data” under “Offering Circular Summary” in the offering circular for the Borrower’s Senior Exchange Notes due 2015 to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period; provided that such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and otherwise comply with the limitations set forth in the definition of “EBITDA”.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything to be determined on a “pro forma” basisthe contrary herein, after giving “pro forma” effect to certain transactions or pursuant to words of similar import financial ratios and (ii) tests, including the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio, in each caseRatio and compliance with covenants determined by reference to Consolidated Adjusted EBITDA (including any component definitions thereof) or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 1.08; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.08, (i) 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 and (ii) for the purposes of determining compliance with the Financial Covenant as follows evidenced by a Compliance Certificate, any Subject Transaction occurring after the last day of the relevant Test Period and prior to the delivery of the Compliance Certificate with respect thereto shall be disregarded. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating 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 (which internal financial statements, for the avoidance of doubt, shall include an unaudited consolidated balance sheet, unaudited consolidated cash flow statement and unaudited consolidated statement of income of the Borrower Agent and its Subsidiaries, to the extent such financial statements are applicable with respect to the calculation of such financial ratio or test) of the Borrower Agent and its Subsidiaries are available (as determined in good faith by the Borrower Agent). (b) For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets, Subject Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.08) that (i) have been made during the provisions of Section 1.2): applicable Test Period or (ii) if applicable as described in clause (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, have been made subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or substantially concurrently with or for the purpose of the event for which the calculation of any such ratio is made (a “Calculation Date”), then such calculation shall be made giving calculated on a pro forma effect basis assuming that all such Subject Transactions (and any increase or decrease in Consolidated Adjusted EBITDA, Consolidated Total Assets and the component financial definitions used therein attributable to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its termsany Subject Transaction) as if the same had occurred at on the beginning first day of the applicable Test Period (or, in the case of Consolidated Total Assets, on the last day of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the a Borrower or any of its Restricted Subsidiaries since the beginning of such period Test Period shall have made any Investment, brand acquisitions or Disposition Subject Transaction that would have required adjustment pursuant to this provisionSection 1.08, then such calculation financial ratio or test (or Consolidated Total 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 Subject Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower Agent and, in the case of any “Test Period” determined by reference to internal financial statements (which internal financial statements, for the avoidance of doubt, shall include an unaudited consolidated balance sheet, unaudited consolidated cash flow statement and unaudited consolidated statement of income of the Borrower Agent and its Subsidiaries, to the extent such financial statements are applicable with respect to the calculation of such financial ratio or test) of the Borrower Agent (as opposed to the financial statements most recently delivered pursuant to Section 5.01(b) or Section 5.01(c), as set forth in a certificate of a responsible financial or accounting officer of the Borrower Agent (with supporting calculations), 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 Subject Transaction (including the Transactions) which is being given pro forma effect that have been realized or are projected in good faith to result (in the good faith determination of the Borrower Agent) (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 projected benefit (including any savings or other benefits expected to result from the elimination of a public target’s Public Company Costs) net of the amount of actual savings or other benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of any financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Subject 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 Subject Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower Agent, (B) such amounts result from actions taken or actions with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower Agent) no later than eighteen (18) months after the date of such Subject 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 Adjusted EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (D) the aggregate amount of any such amounts added back pursuant to this clause (c) (other than in connection with any mergers, business combinations, acquisitions or divestures) shall not exceed, together with any amounts added back pursuant to clauses (x) and (xi) of the definition of Consolidated Adjusted EBITDA, 25.0% of Consolidated Adjusted EBITDA in any four-Fiscal Quarter period (calculated before giving effect to any such add-backs and adjustments). (d) In the event that a Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by purchase, redemption, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility unless such Indebtedness has been permanently repaid (and related commitments terminated) 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 thereto for to such Test Period incurrence (including the intended use of proceeds) or repayment of Indebtedness, in each case to the extent required, as if such Investment, brand acquisitions or Disposition the same had occurred at on the beginning last day of the applicable Test Period. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period

Pro Forma Calculations. (a) [Reserved]. (b) In connection with any action being taken in connection with a Limited Condition Acquisition (other than a borrowing of Loans hereunder), for purposes of: (i) Any determining compliance with any provision of this Agreement which requires the 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 Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, First Lien Net Leverage Ratio or Total Net Leverage Ratio (but not, for the avoidance of doubt, in determining compliance with the Payment Conditions for any purpose hereunder); or (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets) but not, for the avoidance of doubt, in determining compliance with the Payment Conditions for any purpose hereunder; in each case, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be calculated as follows deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (subject to the provisions of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation LCA Test Date”), then such calculation shall be made and if, on a Pro Forma Basis after giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or entry into, termination or cancellation and the use of such Qualified Contract (other than the completion thereof in accordance with its termsproceeds thereof) as if the same they had occurred at the beginning of the applicable Test Period; provided, that the aggregate Parent 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 the avoidance of doubt, if the Borrower Representative 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 Parent 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 Representative 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 of Investments, Restricted Payments, prepayments of Junior Financing, dispositions, or the designation of an Unrestricted Subsidiary 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 definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. (c) For purposes of calculating the principal amount of revenues Indebtedness permitted to be incurred pursuant to (and related assetsw) included in such [reserved], (x) Section 6.1(c) or (y) Section 6.1(j) (collectively, the “Ratio-Based Debt Baskets”), any pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken determined without giving pro forma effect to any redemption, retirement clause or extinguishment sub-clause of Indebtedness in connection with such event; andSection 6.1 other than a Ratio-Based Debt Basket. (bd) for For purposes of making calculating the computation referred amount of Liens permitted to above, if any Investments be incurred pursuant to Section 6.2(dd) (including the Transactions“Ratio-Based Lien Basket”), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement any pro forma calculation of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation First Lien Net Leverage Ratio shall be made determined without giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning any clause or sub-clause of the applicable Test Period in Section 6.2 other than a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test PeriodRatio-Based Lien Basket.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything to be determined on a “pro forma” basisthe contrary herein, after giving “pro forma” effect to certain transactions Consolidated EBITDA and any financial ratio or pursuant to words of similar import and (ii) test, including the Consolidated Net First Lien Leverage Ratio, Fixed Charge Coverage Ratio (whether in connection with testing the satisfaction of the Payment Conditions or otherwise) and the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, shall be calculated in the Financial Covenant manner prescribed by this Section 1.06. (b) For purposes of calculating Consolidated EBITDA and any financial ratio or test, including the Consolidated Fixed Charge Coverage Ratio and the Fixed Charge Coverage Consolidated Total Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Debt in each caseconnection therewith, shall be calculated as follows (subject to Section 1.06(c) that have been made (i) during the provisions of Section 1.2): applicable Measurement Period or (aii) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or Measurement Period and prior to or substantially concurrently simultaneously with or for the purpose of the event for which the calculation of any such ratio or test is made shall be calculated on a Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Measurement Period. If since the beginning of any applicable Measurement Period any Person that subsequently became a “Calculation Date”)Subsidiary or was merged, amalgamated or consolidated with or into a Securities Party or any Subsidiary since the beginning of such Measurement Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.06, then such calculation the Consolidated Fixed Charge Coverage Ratio and the Consolidated Total Leverage Ratio shall be made giving pro forma effect calculated to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof give Pro Forma Effect thereto in accordance with its termsthis Section 1.06. (c) In the event that any Securities Party or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Debt included in the calculations of the Consolidated Fixed Charge Coverage Ratio and the Consolidated Total Leverage Ratio, as the case may be (in each case, other than Debt 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 made, then the Consolidated Fixed Charge Coverage Ratio and the Consolidated Total Leverage Ratio, as applicable, shall be calculated giving Pro Forma Effect to such incurrence or repayment of Debt, to the extent required, as if the same had occurred at on the beginning last day of the applicable Test Period; provided, that the aggregate amount of revenues Measurement Period (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation calculation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio ) or the first day of the applicable Measurement Period (with respect to any calculation of the Consolidated Fixed Charge Coverage Ratio). (d) Whenever Pro Forma Effect is to be given to a Specified Transaction, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, the pro forma calculations shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as made in good faith by a Financial Officer of the date Company and may include, for the relevant avoidance of doubt, the amount of Expected Cost Savings projected by a Financial Officer of the Company in good faith to be realized as a result of action that is being taken, committed to be taken giving pro forma effect or reasonably expected to any redemption, retirement or extinguishment be taken (calculated on a Pro Forma Basis as though such Expected Cost Savings had been realized on the first day of Indebtedness such Measurement Period and as if such Expected Cost Savings were realized during the entirety of such Measurement Period) in connection with such eventSpecified Transaction, net of the amount of actual amounts realized during such Measurement Period from such actions; and provided that (bi) for purposes such Expected Cost Savings are reasonably identifiable and factually supportable (in the good faith determination of making a Financial Officer of the computation referred to above, if any Investments (including the TransactionsCompany), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (ii) the relevant action resulting in (or committed substantial steps towards the relevant action that would result in) such Expected Costs Savings must either be taken or reasonably expected to be made taken within twelve (12) months after the date of such Specified Transaction, (iii) no amounts shall be added pursuant to a definitive agreementthis Section 1.06(d) subsequent to the commencement extent duplicative of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Dateany amounts that are otherwise added back in computing Consolidated EBITDA, then such calculation shall be made giving whether through a pro forma effect adjustment or otherwise, with respect to such InvestmentsMeasurement Period, brand acquisitionsand (iv) amounts added back pursuant to this Section 1.06(d), Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period when taken together with any such similar adjustments made in a manner consistent, where applicable, accordance with the pro forma adjustments set forth in clause (nb)(xi) of the definition of “Consolidated EBITDA” and clause ”, shall not exceed twenty percent (o20.0%) of Consolidated EBITDA for such Measurement Period (calculated prior to giving effect to such addbacks). (e) If any Debt bears a floating rate of interest and is being given Pro Forma Effect, the definition interest on such Debt shall be calculated as if the rate in effect on the date of “the event for which the calculation of the Consolidated Net Income”Fixed Charge Coverage Ratio and the Consolidated Total Leverage Ratio, as the case may be, is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Debt). If since Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the beginning Company to be the rate of such period any Person interest implicit in the applicable Capital Lease in accordance with GAAP. Interest on Debt that subsequently became may optionally be determined at an interest rate based upon a Restricted Subsidiary factor of a prime or was merged with similar rate, an interbank offered rate, a risk-free rate, or into other rate, shall be determined to have been based upon the Borrower rate actually chosen, or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provisionif none, then based upon such calculation shall be made giving pro forma effect thereto for such Test Period optional rate chosen as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test PeriodCompany may designate.

Pro Forma Calculations. (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 The Adjusted Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Secured Debt Ratio, the Fixed Charge Coverage Ratio, EBITDA (solely for purposes of the “grower” component of any basket amount specified hereunder and, for the avoidance of doubt, as a component term used in the calculation of the Adjusted Consolidated First Lien Leverage Ratio, the Financial Covenant Fixed Charge Coverage Consolidated Leverage Ratio, the Consolidated Secured Debt Ratio and the Fixed Charge Coverage Ratio, in each case, ) and Total Assets shall be calculated in each case on a pro forma basis as follows (subject to the provisions of Section 1.2):follows: (a) for purposes of making the computation referred to above, in In the event that the Borrower or any of its Restricted Subsidiaries Subsidiary (i) incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates (ii) issues or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which such ratio or amount is being calculated but on or prior to or substantially concurrently simultaneously with or for the purpose of the event for which the calculation of such ratio or amount is made (a “Ratio Calculation Date”), then such calculation ratio or amount shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness Indebtedness, or entry intosuch issuance or redemption of Disqualified Stock or Preferred Stock, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, four-quarter period (it being understood that solely for the aggregate amount purposes of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) calculating quarterly compliance with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that Section 6.10 for purposes of making the computation of Consolidated Net First Lien Leveragecalculations required by Section 5.04(c)(x), Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation Ratio Calculation Date shall be the last day of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action period for which such calculation is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for made). For purposes of making the computation referred to above, if any Investments Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (including the Transactionsas determined in accordance with GAAP), brand acquisitions, Dispositions or designations in each case with respect to an operating unit of Unrestricted Subsidiaries or Restricted Subsidiaries are a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to the commencement of the such reference period for which such calculation is being made but and on or prior to or simultaneously with the relevant Ratio Calculation Date, then and other operational changes that the Borrower or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such calculation reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be made giving calculated on a pro forma effect to basis assuming that all such Investments, brand acquisitions, Dispositions dispositions, mergers, amalgamations, consolidations, discontinued operations and designations as if the same other operational changes had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or Disposition operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this provisiondefinition, then such calculation ratio or amount shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions acquisition, disposition, merger, consolidation, discontinued operation or Disposition operational change had occurred at the beginning of the applicable four-quarter period. (b) For purposes of this Section 1.11, whenever pro forma effect is to be given to any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower. Any such pro forma calculation may include adjustments of the type described in clause (a)(xi) of the definition of EBITDA. (c) For purposes of determining whether the incurrence, issuance or making of any Indebtedness, Disqualified Stock, Preferred Stock, Equity Interest, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change is permitted hereunder, EBITDA and/or Total Assets shall be determined at the time such Indebtedness, Disqualified Stock, Preferred Stock, Equity Interest, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change is incurred, issued or made, and no Default shall be deemed to have occurred solely as a result of a change in EBITDA and/or Total Assets occurring after the time such Indebtedness, Disqualified Stock, Preferred Stock, Equity Interest, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change is incurred, issued or made. (d) Notwithstanding anything to the contrary herein, with respect to any Limited Condition Acquisition only, at the Borrower’s option, the Adjusted Consolidated First Lien Leverage Ratio, the Consolidated Secured Debt Ratio, the Consolidated Leverage Ratio, the Fixed Charge Coverage Ratio and any cap expressed as a percentage of EBITDA or Total Assets shall be determined, and any default or event of default “blocker” shall be tested, as of the date the definitive acquisition agreement for such Limited Condition Acquisition is entered into and the Adjusted Consolidated First Lien Leverage Ratio, the Consolidated Secured Debt Ratio, the Consolidated Leverage Ratio, the Fixed Charge Coverage Ratio and any cap expressed as a percentage of EBITDA or Total Assets shall be calculated as if the acquisition and other pro forma events in connection therewith were consummated on the first day of the most recently ended Test Period; provided that (i) other than as specifically provided below in this Section 1.11(c), the Consolidated Net Income (and any other financial defined term derived therefrom) shall not include any Consolidated Net Income of, or attributable to, the target company or assets associated with any such Limited Condition Acquisition for usages other than in connection with the applicable transaction pertaining to such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred, (ii) the determination of the Adjusted Consolidated First Lien Leverage Ratio, the Consolidated Secured Debt Ratio, the Consolidated Leverage Ratio, the Fixed Charge Coverage Ratio and availability under any applicable cap expressed as a percentage of EBITDA or Total Assets on or following the date of the definitive acquisition agreement and prior to the earlier of the date on which such acquisition is consummated or the definitive agreement for such acquisition is terminated shall be calculated on a pro forma basis assuming such acquisition and other pro forma events in connection therewith (including any incurrence of Indebtedness) have been consummated and (iii) after the signing date but before the closing date for a Limited Condition Acquisition, the determination of ratios and baskets for purposes not related to such Limited Condition Acquisition shall be made as if the closing date of such Limited Condition Acquisition had occurred on the same date as the signing date until such earlier time on which the applicable Limited Condition Acquisition is consummated, terminated or abandoned (this sentence shall be referred to as the “Limited Condition Acquisition Provision”).

Pro Forma Calculations. (ia) Any calculation financial ratio or test or compliance with any covenants determined by reference to be determined on a “pro forma” basisConsolidated EBITDA, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, Tangible Assets or any component definition thereof shall be calculated as follows (subject 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 provisions of Section 1.2): (a) applicable period for purposes of making calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the most recently ended period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation financial statements of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, Parties are available (as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of determined in good faith by the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; andCompany). (b) for For purposes of making the computation referred to abovedetermining compliance with any provision of this Agreement, if any Investments (including the Transactions)determination of any financial ratio or test, brand acquisitions, Dispositions any Specified Transaction that has occurred (i) during the applicable period or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreementii) subsequent to the commencement of the such period for which such calculation is being made but on or and prior to or simultaneously with the relevant Calculation Dateevent for which the determination of any such ratio, then such calculation test or compliance with covenants is being made shall be made giving determined on a pro forma basis (including giving effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period those specified in a manner consistent, where applicable, accordance with the pro forma adjustments set forth in clause (n) of the definition definitions of “Consolidated EBITDA” and clause (o) of the definition of “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 such any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower an Obligor or any of its Restricted Subsidiaries Subsidiary since the beginning of such period shall have made any Investment, brand acquisitions or Disposition Specified Transaction that would have required adjustment pursuant to this provisionSection 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. (c) In the event that (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 issues, repurchases or redeems Disqualified Stock, (x) during the applicable period or (y) subsequent to the end of the applicable period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made or compliance with any covenant is determined, then such calculation financial ratio or test or determination of compliance shall be made calculated giving pro forma effect thereto for to such Test Period incurrence or repayment of Indebtedness, or such issuance, refinancing or redemption of Disqualified Stock, in each case to the extent required, as if such Investment, brand acquisitions or Disposition the same had occurred at on the beginning last day of the applicable Test Periodperiod (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during the applicable period during the period from the date of creation of such facility to the date of such 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 date of determination had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable period, the actual interest may be used for the applicable portion of such period. Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, LIBOR or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company or a Restricted Subsidiary may designate. (e) Whenever pro forma effect is to be given to any Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company.

Pro Forma Calculations. With respect to any applicable period during which any acquisition (i) Any calculation other than acquisitions in the ordinary course of business), Investment (other than intercompany Investments between or among Borrower or any Restricted Subsidiary or Investments in the ordinary course of business), disposition, merger or similar event occurs as permitted pursuant to the terms hereof, the financial covenants set forth in Section 6.7 shall be determined calculated with respect to such period and such acquisition, Investment, disposition, merger or similar event on a “pro formaforma basis” basisas if such acquisition, after giving “pro forma” effect to certain transactions investment, disposition, merger or similar event occurred on the first day of such period. Pro forma calculations made pursuant to words this Section 1.3 shall be made in good faith by an Authorized Officer of similar import the Borrower and (ii) may include, for the Consolidated Net First Lien Leverage Ratioavoidance of doubt, the amount of cost savings and synergies projected by the Borrower in good faith to be realizable within 12 months after the consummation of the relevant transaction; provided that (i) increases to Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, Adjusted EBITDA shall be calculated as follows (subject limited to the provisions of Section 1.2): (a) cost savings and synergies for purposes of making the computation referred to above, in the event relevant transactions that the Borrower or any of its Restricted Subsidiaries incurshave determined to consummate or have consummated, assumeswhich cost savings and synergies are either (x) permitted by Regulation S-X of the Exchange Act or are (y) quantifiable, guaranteesfactually supportable, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent reasonably identifiable and supported by an officer’s certificate delivered to the commencement Administrative Agent, (ii) such cost savings and synergies shall be calculated on a pro forma basis 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, (iii) such cost savings and synergies shall be calculated net of the amount of actual benefits realized during the relevant applicable period for which from such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made actions; (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation iv) any increase in Consolidated Adjusted EBITDA in respect of such Qualified Contract (other than cost savings and synergies shall not, together with the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period by which Consolidated Adjusted EBITDA is increased pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (nxiii) of the definition of “Consolidated Adjusted EBITDA,” exceed in the aggregate fifteen percent (15%) of Consolidated Adjusted EBITDA (calculated without giving effect to this clause or Section 1.3) and clause (ov) the effect of any such cost savings and synergies shall be without duplication of any other increase to Consolidated Adjusted EBITDA pursuant to this Section or any of the provisions of the definition of “Consolidated Net Income”thereof. If since the beginning of such period any Person that subsequently became Any financial ratios required to be satisfied in order for a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant specific action to be permitted under this provision, then such calculation Agreement shall be made giving pro forma effect thereto for calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such Test Period as ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Periodthere is no nearest number).

Pro Forma Calculations. (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 Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Period.

Pro Forma Calculations. (i) Any calculation to be determined on a “pro forma” basis, after giving “pro forma” effect to certain transactions or pursuant to words For purposes of similar import and (ii) determining compliance with the applicable Consolidated Net First Lien Net Leverage RatioRatio test, the Consolidated Secured Net Secured Leverage RatioRatio test, the Consolidated Total Net Leverage Ratio test, Consolidated Total Gross Leverage RatioRatio test, the Financial Covenant Consolidated Interest Coverage Ratio test or Consolidated Fixed Charge Coverage Ratio test for any Reference Period and/or the permissibility of any Applicable Transactions (and the Fixed Charge Coverage Ratio, incurrence or repayment of any Indebtedness in each case, shall connection therewith) that have been made (A) during the period in respect of which such calculations are required to be calculated as follows made or (subject B) other than with respect to any calculation of the provisions covenants set forth in Section 7.1 and any calculation of Section 1.2): (a) the Consolidated First Lien Net Leverage Ratio for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its termsApplicable Pricing Grid, subsequent to the commencement of the such period for which such ratio is being calculated but on or and prior to or substantially concurrently simultaneously with or for the purpose of the event for which the calculation of any such ratio test is made (on a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract basis (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) solely with respect to Qualified Contracts determining pro forma compliance for such event) shall not exceed $50 million in revenues be calculated on a pro forma basis assuming that all such Applicable Transactions (and any such related assets); provided, further, that for purposes of making increase or decrease in Consolidated EBITDA and the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation component financial definitions used in either of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect foregoing attributable to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (bApplicable Transaction) for purposes of making had occurred on the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement first day of the period for in respect of which such calculation is being made but on or prior calculations are required to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”made. If since the beginning of such any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition Applicable Transaction that would have required adjustment pursuant to this provisionSection 1.4, then such calculation the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Consolidated Total Gross Leverage Ratio, Consolidated Interest Coverage Ratio test or Consolidated Fixed Charge Coverage Ratio, as applicable, shall be made giving calculated to give pro forma effect thereto for in accordance with this Section 1.4. Notwithstanding anything to the contrary herein, but subject to Sections 1.2(f) and (i) and 1.3, all financial ratios and tests (including any Consolidated First Lien Net Leverage Ratio test, Consolidated Secured Net Leverage Ratio test, Consolidated Total Net Leverage Ratio test, Consolidated Total Gross Leverage Ratio test, Consolidated Interest Coverage Ratio test or Consolidated Fixed Charge Coverage Ratio test, as applicable and determining the amount of Consolidated Net Income and Consolidated EBITDA) contained in this Agreement that are calculated with respect to any Reference Period during which any Applicable Transaction occurs shall be calculated with respect to such Test Reference Period as if and such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Period.Applicable Transaction on a pro forma basis in accordance with this Section 1.4. 1.5

Pro Forma Calculations. In connection with any Acquisition, Asset Disposition pursuant to Section 6.03(c) or Asset Swap, the calculation of compliance with the financial covenants set forth in Section 6.17 or the determination of various ratios described in such sections by the Borrower and its Subsidiaries shall include the business, business division or Person acquired in connection with any Acquisition or Asset Swap as if such business, business division or Person were a Subsidiary and after excluding any business, business division or Person sold or otherwise disposed of in connection with any such Asset Disposition or Asset Swap. The calculation of such compliance shall be determined as of the most recently ended Fiscal Quarter by reference to the financial results of the Borrower and its Subsidiaries for such Fiscal Quarter after adjusting the same to (i) Any calculation exclude the financial results attributable to be determined any business, business division or Person sold or otherwise disposed of as if such transaction occurred on a “pro forma” basis, after giving “pro forma” effect to certain transactions or pursuant to words the first day of similar import such Fiscal Quarter and (ii) include the Consolidated Net First Lien Leverage Ratioaudited financial results of any business, business division or Person acquired, if available for such Fiscal Quarter, or if such audited financial results are not available for such Fiscal Quarter, any unaudited financial results or any management reports as are approved by the Consolidated Net Secured Leverage RatioAdministrative Agent (acting at the written direction of the Required Lenders) in respect of such business, business division or Person, as if such Acquisition or Asset Swap had occurred on the Consolidated Net Total Leverage Ratiofirst day of such Fiscal Quarter and including the adjustments described in clauses (a), the Financial Covenant Fixed Charge Coverage Ratio (b), (c), (d), and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2):e) below: (a) all Indebtedness (whether under this Agreement or otherwise) and any other balance sheet adjustments incurred, made or assumed in connection with an Acquisition or Asset Swap shall be deemed to have been incurred, made or assumed on the first day of the Fiscal Quarter, and all Indebtedness of the Person acquired in such Acquisition or Asset Swap or which is attributable to the business or business division acquired which was repaid in connection with the consummation of the Acquisition or Asset Swap shall be deemed to have been repaid on the first day of the Fiscal Quarter; (b) all Indebtedness assumed to have been incurred pursuant to the preceding clause (a) in connection with an Acquisition or Asset Swap shall be deemed to have borne interest at (i) the arithmetic mean of (A) the Adjusted LIBO Rate for Eurodollar Loans having an Interest Period of one (1) month in effect on the first day of the Fiscal Quarter and (B) the Adjusted LIBO Rate for Eurodollar Loans having an Interest Period of one (1) month in effect on the last day of the Fiscal Quarter plus (ii) the Applicable Margin with respect to Revolving Loans which are Eurodollar Loans then in effect (after giving effect to the Acquisition or Asset Swap on a pro forma basis); (c) any interest paid in connection with Indebtedness which was repaid or prepaid in connection with an Acquisition, Asset Disposition or Asset Swap or will have been repaid or prepaid within 10 days thereafter shall be excluded in the pro forma calculation of the financial covenants set forth in Section 6.17 (i.e., treated as though such interest expense had not been incurred); (d) all Indebtedness which is has been repaid or prepaid in connection with such Asset Disposition or is to be repaid within 10 days thereafter (and as to any prior Asset Dispositions which occurred during such Fiscal Quarter) shall be deemed to have been repaid on the first day of the Fiscal Quarter; and (e) for purposes of making calculating Consolidated EBITDA for the computation referred Fiscal Quarter, other reasonable cost savings, expenses and other income statement, or operating statement adjustments as may be approved by the Administrative Agent (acting at the written direction of the Required Lenders) in writing which are attributable to abovethe change in ownership and/or management resulting from such Acquisition or Asset Swap (including the amount of any pre-acquisition management fees paid during such period in connection with the operation of any Station subject to such Acquisition or Asset Swap to the extent such fees are not payable after such transaction) shall be deemed to have been realized on the first day of the Fiscal Quarter, in the event provided that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation Administrative Agent shall be made giving pro forma effect under no obligation to approve such incurrencecost savings, assumptionexpenses or other adjustments; provided that in no event shall any such cost savings, guarantee, redemption, retirement, defeasance expenses or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period adjustments pursuant to this clause 1.3(a(e) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation 15% of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio EBITDA so acquired or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Perioddivested.

Pro Forma Calculations. (i) Any calculation With respect to be determined on a “pro forma” basisany period of four consecutive fiscal quarters during which any Permitted Acquisition, after giving “pro forma” effect to certain transactions or other acquisition permitted pursuant to words Section 6.04 or Significant Asset Sale occurs, each of similar import the Total Net Leverage Ratio and (ii) the Consolidated Secured Net First Lien Leverage Ratio, the and, without duplication, Consolidated Net Secured Leverage RatioEBITDA, the Consolidated Net Total Leverage Ratioshall, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratiofor all purposes set forth herein, in each case, shall be calculated as follows with respect to such period on a pro forma basis based on the most recent four consecutive fiscal quarter period for which financials are required to be delivered pursuant to Sections 5.04(a) and 5.04(b) and after giving effect to such Permitted Acquisition, acquisition or Significant Asset Sale (subject to the provisions and any related repayment of Section 1.2): Indebtedness) (including, without duplication, (a) all pro forma adjustments consistent with Regulation S-X under the Securities Act of 1933, as amended, (b) [reserved], and (c) pro forma adjustments for purposes “run rate” cost savings and synergies (net of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent continuing associated expenses) to the commencement of the period for which extent such ratio is being calculated but “run rate” cost savings and synergies that have been realized or are reasonably expected to be realized on or prior to the date that is 18 months after the date on which any such Permitted Acquisition or substantially concurrently with or for acquisition is consummated (which cost savings and synergies shall be added to Consolidated EBITDA until fully realized and calculated on a pro forma basis as though such cost savings and synergies had been realized on the purpose first day of the event for which the calculation is made (a “Calculation Date”relevant period), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred ; provided that at the beginning election of the applicable Test Period; providedBorrower, that the aggregate amount of revenues (and related assets) included in such pro forma calculation adjustment shall not be required to be determined for any Test Period pursuant to this clause 1.3(a) Permitted Acquisition or other acquisition if the aggregate consideration paid in connection with respect to Qualified Contracts shall not exceed such acquisition is less than $50 million in revenues (and any such related assets)37,500,000; provided, further, that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrower), assuming, for purposes of making the computation such calculations, such Permitted Acquisition, acquisition permitted pursuant to Section 6.04 or Significant Asset Sale (and related repayment of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the TransactionsIndebtedness), brand acquisitionsand any other Permitted Acquisitions and Significant Asset Sales (and related repayment of Indebtedness) that have been consummated during the period, Dispositions or designations had been consummated on the first day of Unrestricted Subsidiaries or Restricted Subsidiaries are made such period; provided, further, that the aggregate amount (or committed to be made pursuant to a definitive agreementother than non-cash expenses) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations increasing Consolidated EBITDA as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth above in respect of synergies for any period of four consecutive fiscal quarters shall not exceed, when taken together with any adjustments made in accordance with clause (na)(xiii) of the definition of “Consolidated EBITDA” , an amount equal to 20% of Consolidated EBITDA for such period, calculated on a pro forma basis in accordance with this Section 1.03, but prior to giving effect to such additions and clause (o) any other such prior additions in respect of the definition of “Consolidated Net Income”. If since the beginning of synergies for such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provisionSection 1.03. In addition, then solely for purposes of determining whether a Specified Transaction is permitted hereunder (including whether such calculation Specified Transaction would result in a Default or Event of Default), the Secured Net Leverage Ratio shall be made giving calculated on a pro forma effect thereto for such Test Period basis as if such Investment, brand acquisitions or Disposition had occurred at provided in the beginning of the applicable Test Periodpreceding sentence.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (i) Any calculation subject to be determined on a “pro forma” basisSection 1.02(i)), after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Cash Interest Expense, Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net First Lien Income, Consolidated Secured Net Leverage Ratio, the Consolidated Total Assets, Consolidated Total Net Secured Leverage Ratio, Four Quarter Consolidated EBITDA, Fixed Charges and/or Pro Forma Cost Savings of the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage RatioBorrower shall be calculated (including, in each case, for purposes of Section 2.14) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period (including, with respect to any proposed Investment or acquisition pursuant to Rule 2.7 of The City Code on Takeovers and Mergers (or a similar arrangement) for which committed financing is obtained or is sought to be obtained, the relevant determination or calculation may be made with respect to an event occurring or intended to occur subsequent to such four-quarter period); provided that notwithstanding the foregoing, when calculating the Consolidated Secured Net Leverage Ratio for purposes of (i) the Applicable Rate, (ii) the Applicable Commitment Fee and (iii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction 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. Notwithstanding anything to the contrary contained herein, for purposes of calculating any leverage ratio herein in connection with the incurrence of any Indebtedness or the issuance of any Disqualified Stock or Preferred Stock there shall be calculated as follows (no netting of the cash proceeds proposed to be received in connection with the incurrence of such Indebtedness or the issuance of any Disqualified Stock or Preferred Stock. Notwithstanding anything in this Agreement to the contrary but subject to the provisions of Section 1.2): (a) for purposes of making the computation referred to aboveimmediately succeeding sentence, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of calculating the Consolidated Secured Net First Lien Leverage Ratio and/or Consolidated Total Net Leverage Ratio, the Borrower shall treat any revolving facility then being established (or the amount of any increase thereof) as fully drawn and, if such Consolidated Secured Net Secured Leverage Ratio, Ratio and/or Consolidated Total Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverageis satisfied with respect thereto at such time, any subsequent borrowing or other incurrence thereunder, not in excess of the aggregate amount attributable to such revolving facility and included in such calculation, shall not be deemed as an incurrence of additional Indebtedness at such subsequent time. Except as expressly otherwise provided in the immediately preceding sentence, when calculating any test, financial ratio, basket or covenant under this Agreement or any other Loan Document (including, Consolidated Secured Net Secured LeverageLeverage Ratio, Consolidated Total Net Total Leverage Ratio or Fixed Chargesany other leverage ratio), as applicableno undrawn amounts under any revolving credit facility, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage working capital facility or Fixed Charges as line of the date the relevant action is credit (other than any revolving credit commitments being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with incurred and tested on a Pro Forma Basis at such event; and (b) applicable time for purposes of making incurring such revolving credit commitments at such time under any such leverage ratio test in the computation referred to aboveCredit Agreement, if but not in any Investments (including the Transactions), brand acquisitions, Dispositions other instance or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreementcircumstance) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investmentsincluded as Indebtedness, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Funded Indebtedness or Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test PeriodFunded Secured Indebtedness thereunder.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything to be determined on a “pro forma” basisthe contrary herein, after giving “pro forma” effect to certain transactions or pursuant to words of similar import financial ratios, tests and (ii) covenants, including the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, Ratio shall be calculated as follows in the manner prescribed by this Section 1.9. (b) For purposes of calculating any financial ratio, covenant or test, Specified Transactions (with any incurrence or repayment (excluding voluntary repayments) of any Debt in connection therewith to be subject to Section 1.9(c)) that have been made (i) during the provisions of Section 1.2): applicable measurement period and (aii) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the such period for which such ratio is being calculated but on or and prior to or substantially concurrently simultaneously with or for the purpose of the event for which the calculation of any such ratio is made (a “Calculation Date”), then such calculation shall be made giving calculated on a pro forma effect basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its termsany Specified Transaction) as if the same had occurred at on the beginning first day of the applicable Test Period; providedmeasurement period. If, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such 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 of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition Specified Transaction that would have required adjustment pursuant to this provisionSection 1.9, then such calculation financial ratio or test shall be made calculated to give pro forma effect thereto in accordance with this Section 1.9. (c) In the event that Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment (other than voluntary repayments), retirement or extinguishment) any Debt included in the calculations of any financial ratio, covenant or test (in each case, other than Debt incurred or repaid under any revolving credit [BGSF] Amended and Restated Credit Agreement facility), (i) during the applicable period or (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 such financial ratio or test shall be calculated giving pro forma effect thereto for to such Test Period incurrence or repayment of Debt, to the extent required, as if such Investment, brand acquisitions or Disposition the same had occurred at on the beginning last day of the applicable Test Periodperiod.

Pro Forma Calculations. (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 Net First Lien Leverage Ratio, the Consolidated Net Senior Secured Leverage Ratio, and the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Consolidated Net Interest Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2):follows: (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries Subsidiary incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then except as otherwise set forth in clauses (d) and (e) below, such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, provided that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Senior Secured Leverage, Leverage or Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Senior Secured Leverage Ratio, Ratio or Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Senior Secured Leverage, Leverage or Consolidated Net Total Leverage or Fixed ChargesLeverage, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Senior Secured Leverage, Leverage or Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and; (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitionsInvestments, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (nj) of and the last proviso of the first sentence of the definition of “Consolidated EBITDA.” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions Investment or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions Investment or Disposition had occurred at the beginning of the applicable 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 first delivery of financial statements pursuant to Section 6.1, the Consolidated Net Senior Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio and the Consolidated Net Interest Coverage Ratio shall be determined based on the most recent financial statements of the Borrower that have been furnished pursuant to Section 6.1(a) or (b) of the Existing Credit Agreement and this Agreement, and the levels for the Consolidated Net Total Leverage Ratio and the Consolidated Net Interest Coverage Ratio shall be the levels set forth in Sections 7.1(a) and (b) of this Agreement for the fiscal period ended September 30, 2012;

Pro Forma Calculations. (i) Any With respect to any period during which the Transactions or any Specified Transaction occurs, for purposes of determining the Applicable Rate in respect of such period, 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 Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net First Lien Leverage Ratio, the Consolidated Net Total Leverage Ratio and Consolidated Secured Leverage RatioRatio or for any other purpose hereunder, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratiowith respect to such period shall be made on a Pro Forma Basis; provided that, in each caseconnection with any Specified Transaction that is a Limited Condition Transaction, shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making determining compliance with any test or covenant contained in this Agreement during any period which requires the computation referred to abovecalculation of any of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, in and, at the event that option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”) the date of determination for calculation of any such ratios or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels baskets shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Qualified Contract, other than Limited Condition Transaction are entered into (the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation LCA Test Date”)) and if, then such calculation shall be made after giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or entry into, termination or cancellation and the use of such Qualified Contract (other than the completion thereof in accordance with its termsproceeds thereof) as if the same they had occurred at the beginning of the applicable most recent fiscal quarter for which financial statements are available ending prior to the LCA Test Period; providedDate, that the aggregate amount 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 the avoidance of revenues (doubt, if the Borrower has made an LCA Election and related assets) included 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 any such pro forma calculation ratio or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets 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 Test Period pursuant to this clause 1.3(a) Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to Qualified Contracts shall not exceed $50 million in revenues (any other Specified Transaction on or following the relevant LCA Test Date and any such related assets); provided, further, that for purposes of making prior to the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as earlier of the date on which such Limited Condition Transaction is consummated or the relevant action date that the definitive agreement for such Limited Condition Transaction is being taken giving pro forma effect to terminated or expires without consummation of such Limited Condition Transaction, any redemption, retirement such ratio or extinguishment basket shall be calculated and tested both (i) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness in connection with such event; and and the use of proceeds thereof) have been consummated and (bii) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to on a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made stand-alone basis without giving pro forma effect to such Investments, brand acquisitions, Dispositions Limited Condition Transaction and designations as if the same had occurred at the beginning of the applicable Test Period other transactions in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Periodconnection therewith.

Pro Forma Calculations. (ia) Any calculation financial ratio or test or compliance with any covenants determined by reference to be determined on a “pro forma” basisConsolidated EBITDA, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net First Lien Leverage Ratio, Tangible Assets or any component definition thereof or satisfaction of the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, Payment Conditions shall be calculated as follows (subject 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 provisions of Section 1.2): (a) applicable period for purposes of making calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the most recently ended period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation financial statements of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, Parties are available (as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of determined in good faith by the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; andCompany). (b) for For purposes of making the computation referred to abovedetermining compliance with any provision of this Agreement, if any Investments (including the Transactions)determination of any financial ratio or test or whether the Payment Conditions are satisfied, brand acquisitions, Dispositions any Specified Transaction that has occurred (i) during the applicable period or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreementii) subsequent to the commencement of the such period for which such calculation is being made but on or and prior to or simultaneously with the relevant Calculation Dateevent for which the determination of any such ratio, then such calculation test or compliance with covenants is being made shall be made giving determined on a pro forma basis (including giving effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period those specified in a manner consistent, where applicable, accordance with the pro forma adjustments set forth in clause (n) of the definition definitions of “Consolidated EBITDA” and clause (o) of the definition of “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 such any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower an Obligor or any of its Restricted Subsidiaries Subsidiary since the beginning of such period shall have made any Investment, brand acquisitions or Disposition Specified Transaction that would have required adjustment pursuant to this provisionSection 1.8, then for purposes of determining compliance with any provision of this Agreement, including the determination of any financial ratio or test or whether the Payment Conditions are satisfied, such Specified Transactions shall be calculated to give pro forma effect thereto in accordance with this Section 1.8. (c) In the event that (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 issues, repurchases or redeems Disqualified Stock, (x) during the applicable period or (y) subsequent to the end of the applicable period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made or compliance with any covenant is determined, then such calculation financial ratio or test or determination of compliance shall be made calculated giving pro forma effect thereto for to such Test Period incurrence or repayment of Indebtedness, or such issuance, refinancing or redemption of Disqualified Stock, in each case to the extent required, as if such Investment, brand acquisitions or Disposition the same had occurred at on the beginning last day of the applicable Test Periodperiod (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during the applicable period during the period from the date of creation of such facility to the date of such 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 date of determination had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable period, the actual interest may be used for the applicable portion of such period. Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, Term SOFR, Daily SOFR, EURIBOR or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company or a Restricted Subsidiary may designate. (e) Whenever pro forma effect is to be given to any Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company.

Pro Forma Calculations. Solely for purposes of determining whether any action is otherwise permitted to be taken hereunder, (i) Any 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 Net First Lien Total Leverage Ratio, the Ratio and Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Interest Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2):follows: (a) for For purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries Subsidiary incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently simultaneously with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; providedprovided that, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Total Leverage for the computation of Consolidated Net Secured LeverageTotal Leverage Ratio referred to above, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, shall be Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; andtaken. (b) for For purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitionsInvestments, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (nj) of and the last proviso of the first sentence of the definition of “Consolidated EBITDA.” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions Investment or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions Investment or Disposition had occurred at the beginning of the applicable 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 first delivery of financial statements pursuant to Section 6.1, the Consolidated Net Total Leverage Ratio and Consolidated Net Interest Coverage Ratio shall be determined based on the most recent financial statements of the Borrower that have been furnished pursuant to Section 6.1(a) or (b) of the Existing Credit Agreement and this Agreement, and the levels for such Consolidated Net Total Leverage Ratio and Consolidated Net Interest Coverage Ratio shall be the levels set forth in Sections 7.1(a) and (b) of this Agreement for the fiscal period ended March 31, 2011.

Pro Forma Calculations. (ia) Any calculation to be determined on a “pro forma” basisFor purposes of determining the Total Net Leverage Ratio, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Secured Net First Lien Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of such ratios), Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, dispositions, mergers, amalgamations, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by WS International or any of the Restricted Subsidiaries during a Test Period or subsequent to such Test Period and on or prior to the date that the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Net Total Leverage Ratio, Assets and the Financial Covenant Consolidated Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, is being tested shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels on a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, basis assuming that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to all such Investments, brand Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, Dispositions dispositions, mergers, amalgamations consolidations and designations as if disposed operations (and the same change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”Period. If since the beginning of such period Test Period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the Borrower WS International or any of its the Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions Dividends, prepayments, repurchases, redemptions or Disposition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation that would have required adjustment pursuant to this provisionthe preceding sentence, then the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of such calculation ratios) shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions Dividends, prepayments, repurchases, redemptions or Disposition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the applicable Test Period. (b) Whenever pro forma effect is to be given with respect to a transaction or specified action, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Administrative Borrower and shall be made in accordance with

Pro Forma Calculations. (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 Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2): (a) 10. for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of the Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, the Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be the Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) 11. for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, acquisitions or Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Period.

Pro Forma Calculations. (ia) Any calculation to be determined on a “pro forma” basisFor purposes of determining the Total Net Leverage Ratio, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Secured Net First Lien Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of such ratios), Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, dispositions, mergers, amalgamations, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by Arrow Bidco or any of the Restricted Subsidiaries during a Test Period or subsequent to such Test Period and on or prior to the date that the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Net Total Leverage Ratio, Assets and the Financial Covenant Consolidated Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, is being tested shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels on a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, basis assuming that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to all such Investments, brand Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, Dispositions dispositions, mergers, amalgamations consolidations and designations as if disposed operations (and the same change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”Period. If since the beginning of such period Test Period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the Borrower Arrow Bidco or any of its the Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions Dividends, prepayments, repurchases, redemptions or Disposition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation that would have required adjustment pursuant to this provisionthe preceding sentence, then the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of such calculation ratios) shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions Dividends, prepayments, repurchases, redemptions or Disposition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the applicable Test Period. (b) Whenever pro forma effect is to be given with respect to a transaction or specified action, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Administrative Borrower and shall be made in accordance with Article 11 of Regulation S-X. In addition to pro forma adjustments made in accordance with Article 11 of Regulation S-X, pro forma calculations may also include operating expense reductions and operating improvements or synergies for such period resulting from any asset sale or other disposition or acquisition, Investment, merger, amalgamation, consolidation or discontinued operation (as determined in accordance with GAAP) for which pro forma effect is being given that (A) have been realized or (B) for which specified actions have been taken or are reasonably expected to be taken within 24 months of the date of such transaction; provided that (w) any pro forma adjustments made pursuant to this sentence shall be set forth in Compliance Certificates of the Administrative Borrower delivered to the Agent and, to the extent required hereunder, in any certificate required to be delivered under the definition of Payment Condition, (x) such operating expense reductions, operating improvements or synergies are reasonably identifiable and quantifiable, (y) no operating expense reductions, operating improvements or synergies shall be given pro forma effect to the extent duplicative of any expenses or charges relating to such operating expense reductions, operating improvements or synergies that are added back pursuant to the definition of Consolidated EBITDA, and (z) operating expense reductions, operating improvements or synergies given pro forma effect shall not include any operating expense reductions, operating improvements or synergies related to the combination of (X) the operations of any Person, property, business or asset acquired, including pursuant to the Transactions or pursuant to a transaction consummated prior to the Closing Date, and subsequently so disposed of and (Y) any Unrestricted Subsidiary that is converted into a Restricted Subsidiary with the operations of Arrow Bidco or any Restricted Subsidiary. Such pro forma adjustments may be in addition to (but not duplicative of) adjustments to Consolidated Net Income and addbacks to Consolidated EBITDA; provided that the sum of (i) the aggregate amount of operating expense reductions, operating improvements and synergies pursuant to this Section 1.7(b), plus (ii) the aggregate amount of increases to Consolidated EBITDA pursuant to clauses (e), (i) and (p) of the definition thereof shall not exceed 20% of Consolidated EBITDA for any four consecutive fiscal quarter period (calculated prior to giving effect to such adjustments). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date that Consolidated EBITDA is being tested had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Administrative Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a 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 Administrative Borrower may designate.

Pro Forma Calculations. (a) For purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (the “Reference Period”) pursuant to any determination of the Consolidated Leverage Ratio or the Consolidated Senior Secured Leverage Ratio (the date of determination, the “transaction date”): (i) Any calculation pro forma effect will be given to any Indebtedness, Disqualified Capital Stock or Preferred Stock incurred during or after the Reference Period to the extent the Indebtedness, Disqualified Capital Stock or Preferred Stock is outstanding or is to be determined incurred on a “pro forma” basisthe transaction date as if the Indebtedness, after giving “pro forma” effect to certain transactions Disqualified Capital Stock or pursuant to words Preferred Stock had been incurred on the first day of similar import and the Reference Period; (ii) pro forma calculations of interest on Indebtedness bearing a floating interest rate will be made as if the Consolidated Net First Lien Leverage Ratiorate in effect on the transaction date (taking into account any Hedge Agreement applicable to the Indebtedness if the Hedge Agreement has a remaining term of at least 12 months) had been the applicable rate for the entire Reference Period; (iii) Fixed Charges related to any Indebtedness, Disqualified Capital Stock or Preferred Stock no longer outstanding or to be repaid or redeemed on the transaction date, will be excluded; (iv) pro forma effect will be given to: (A) the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries, (B) the acquisition or disposition of companies, divisions, lines of businesses or operations by the Borrower and its Restricted Subsidiaries, including any acquisition or disposition of a company, division, line of business or operations since the beginning of the Reference Period by a Person that became a Restricted Subsidiary after the beginning of the Reference Period, and (C) the discontinuation of any discontinued operations but, in the case of Fixed Charges, only to the extent that the obligations giving rise to the Fixed Charges will not be obligations of the Borrower or any Restricted Subsidiary following the transaction date that have occurred since the beginning of the Reference Period as if such events had occurred, and, in the case of any disposition, the Consolidated Net Secured Leverage Ratioproceeds thereof applied, on the first day of the Reference Period. To the extent that pro forma effect is to be given to an acquisition, disposition or discontinuation of a company, division or line of business or operation, the Consolidated Net Total Leverage Ratiopro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available. (b) For purposes of making the computations referred to above, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, pro forma calculations shall be calculated as follows made in good faith by a Responsible Officer of the Borrower (subject and may include, for the avoidance of doubt, cost savings, synergies and operating expense reductions resulting from such Investment, acquisition, merger, amalgamation or consolidation which is being given pro forma effect that have been or are expected to the provisions of Section 1.2):be realized based on actions taken, committed to be taken or expected in good faith to be taken within 12 months). (ac) for For purposes of making the computation referred to above, in interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the event average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a 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 Borrower or may designate. (d) For purposes of the foregoing, any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels amount in a Qualified Contract, currency other than the completion thereof U.S. dollars will be converted to U.S. dollars in accordance with its termsGAAP, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, consistent with that used in preparing the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test PeriodBorrower’s financial statements.

Pro Forma Calculations. (i) Any calculation For purposes of determining whether any action is otherwise permitted 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 Net First Lien Leverage Ratiotaken hereunder, the Consolidated Total Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, Senior Secured Net Leverage Ratio shall be calculated as follows (subject to the provisions of Section 1.2):follows: (a) for purposes of making the computation referred to above, in In the event that the Borrower or any of its Restricted Subsidiaries Subsidiary (i) incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates (ii) issues or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, redeems 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 substantially concurrently simultaneously with or for the purpose of the event for which the calculation of such ratio is made (a “Ratio Calculation Date”), then such calculation ratio shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness Indebtedness, or entry intosuch issuance or redemption of Disqualified Stock or Preferred Stock, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; providedfour-quarter period (but in the case of any incurrence or issuance of any Indebtedness, that Disqualified Stock or Preferred Stock, treating the aggregate amount cash proceeds thereof and of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assetsother Indebtedness, Disqualified Stock or Preferred Stock incurred or issued substantially concurrently therewith as Restricted Cash); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and. (b) for For purposes of making the computation referred to above, if any Investments Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (including the Transactionsas determined in accordance with GAAP), brand acquisitions, Dispositions or designations in each case with respect to an operating unit of Unrestricted Subsidiaries or Restricted Subsidiaries are a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to the commencement of the such reference period for which such calculation is being made but and on or prior to or simultaneously with the relevant Ratio Calculation Date, then and other operational changes that the Borrower or any of its Restricted Subsidiaries has made during the four-quarter reference period or subsequent to such calculation reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be made giving calculated on a pro forma effect to basis in accordance with GAAP for such four-quarter reference period assuming that all such Investments, brand acquisitions, Dispositions dispositions, mergers, amalgamations, consolidations, discontinued operations and designations as if the same other operational changes had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions acquisition, Disposition, merger, amalgamation, consolidation, discontinued operation or Disposition operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this provisiondefinition, then such calculation ratio shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions acquisition, Disposition, merger, consolidation, discontinued operation or Disposition operational change had occurred at the beginning of the applicable Test Periodfour-quarter period. (c) For purposes of this Section 1.08, whenever pro forma effect is to be given to any Investment, acquisition, Disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower as set forth in an Officer’s Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and otherwise comply with the limitations set forth in the definition of “Consolidated EBITDA”. (d) Interest on a Capitalized Lease Obligation shall be deemed to accrue at the interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a 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 Borrower may designate.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything 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 Net First Lien Leverage Ratiocontrary herein, the Consolidated Net Secured Leverage Fixed Charge Coverage Ratio, the Consolidated Net Total Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section 1.5; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.5, when (i) calculating the Consolidated Net First Lien Leverage Ratio for the purposes of (i) the ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant Fixed Charge Coverage Ratio and for purposes of Section 6.1, the events described in this Section 1.5 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Fixed Charge Coverage Ratio, in each casethe Consolidated Net Total Leverage Ratio, shall be calculated as follows Consolidated Net First Lien Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio, Pro Forma Transactions (subject to and the provisions incurrence or repayment of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, (ii) subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or substantially concurrently simultaneously with or for the purpose of the event for which the calculation of any such ratio is made (a “Calculation Date”), then such calculation shall be made giving calculated on a pro forma effect basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its termsany Pro Forma Transaction) as if the same had occurred at on the beginning first day of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the ABL Administrative Borrower or any of its Restricted Subsidiaries since the beginning of such period Test Period shall have made any Investment, brand acquisitions or Disposition Pro Forma Transaction that would have required adjustment pursuant to this provisionSection 1.5, then such calculation the Fixed Charge Coverage Ratio, the Consolidated Net Total Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio shall be made giving calculated to give pro forma effect thereto in accordance with this Section 1.5. (c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the ABL Administrative Borrower and include, without duplication, (i) the EBITDA (as determined in good faith by the ABL Administrative Borrower and in any case consistent with the definition of “Consolidated EBITDA” set forth herein)of any Person or line of business acquired or disposed of and (ii) the “run-rate” (i.e., the full recurring benefit for a period associated with an action taken or expected to be taken) amount of cost savings, operating expense reductions, other operating improvements and synergies resulting from such Pro Forma Transaction that are certified by such Responsible Officer of the ABL Administrative Borrower to the Administrative Agent as being (x) factually supportable and reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions and (y) reasonably anticipated to be realized within twelve months after the closing date of such Pro Forma Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of the relevant Test Period as if such Investmentcost savings, brand acquisitions operating expense reductions, other operating improvements and synergies were realized during the entirety of such period, net of the amount of actual benefits realized during such period from such actions. (d) In the event that the ABL Administrative Borrower or Disposition any Restricted Subsidiary (i) incurs (including by assumption or guarantees) or (ii) repays, redeems, defeases, retires, extinguishes, otherwise acquires or is released from or otherwise no longer obligated in respect of (each, a “Repayment”), any Indebtedness included in the calculations of the Fixed Charge Coverage Ratio, the Consolidated Net Total Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (x) during the applicable Test Period or (y) 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 Consolidated Net Total Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence or Repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable Test Period.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything 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 Net First Lien Leverage Ratiocontrary herein, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Senior Secured Leverage Ratio shall be calculated in 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 Senior Secured Leverage 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) with any covenant pursuant to Section 7.11, the events described in this Section 1.10 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio, the Fixed Charge Coverage Ratio and the Senior Secured Leverage Ratio, in each case, shall be calculated as follows Specified Transactions (subject to and the provisions incurrence or repayment of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than in connection therewith) that have been made (i) during the completion thereof in accordance with its terms, 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 substantially concurrently simultaneously with or for the purpose of the event for which the calculation of any such ratio is made (a “Calculation Date”), then such calculation shall be made giving calculated on a pro forma effect basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its termsany Specified Transaction) as if the same had occurred at on the beginning first day of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such 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 of its Restricted Subsidiaries since the beginning of such period Test Period shall have made any Investment, brand acquisitions or Disposition Specified Transaction that would have required adjustment pursuant to this provisionSection 1.10, then such calculation the Total Leverage Ratio, the Fixed Charge Coverage Ratio and the Senior Secured Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.10. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Holdings and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions and synergies projected by Holdings in good faith to be realized as a result of specified actions taken during such period (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; provided, that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of Holdings, (B) such actions are taken within eighteen (18) months after the date of such 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 (D) 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 pro forma adjustments under this clause (c) together with any add backs pursuant to clause (xi) of the definition of Consolidated EBITDA, increase Consolidated EBITDA by more than 7.5% for any Test Period, and (B) pro forma adjustments under this clause (c) shall not be included in computations of the Applicable 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, the Fixed Charge Coverage 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 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 Senior Secured Leverage Ratio shall be calculated giving pro forma effect thereto for to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio and the Senior Secured Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Fixed Charge Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such InvestmentIndebtedness); provided, brand acquisitions in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or Disposition had occurred at the beginning any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Holdings to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chose, or if none, then based upon such optional rate chosen as Holdings may designate.”.

Pro Forma Calculations. (ia) Any calculation financial ratio or test or compliance with any covenants determined by reference to be determined on a “pro forma” basisConsolidated EBITDA, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net First Lien Leverage Ratio, Tangible Assets or any component definition thereof or satisfaction of the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, Payment Conditions shall be calculated as follows (subject 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 provisions of Section 1.2): (a) applicable period for purposes of making calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the most recently ended period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation financial statements of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, Parties are available (as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of determined in good faith by the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; andCompany). (b) for For purposes of making the computation referred to abovedetermining compliance with any provision of this Agreement, if any Investments (including the Transactions)determination of any financial ratio or test or whether the Payment Conditions are satisfied, brand acquisitions, Dispositions any Specified Transaction that has occurred (i) during the applicable period or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreementii) subsequent to the commencement of the such period for which such calculation is being made but on or and prior to or simultaneously with the relevant Calculation Dateevent for which the determination of any such ratio, then such calculation test or compliance with covenants is being made shall be made giving determined on a pro forma basis (including giving effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period those specified in a manner consistent, where applicable, accordance with the pro forma adjustments set forth in clause (n) of the definition definitions of “Consolidated EBITDA” and clause (o) of the definition of “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 such any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower an Obligor or any of its Restricted Subsidiaries Subsidiary since the beginning of such period shall have made any Investment, brand acquisitions or Disposition Specified Transaction that would have required adjustment pursuant to this provisionSection 1.8, then for purposes of determining compliance with any provision of this Agreement, including the determination of any financial ratio or test or whether the Payment Conditions are satisfied, such Specified Transactions shall be calculated to give pro forma effect thereto in accordance with this Section 1.8. (c) In the event that (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 issues, repurchases or redeems Disqualified Stock, (x) during the applicable period or (y) subsequent to the end of the applicable period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made or compliance with any covenant is determined, then such calculation financial ratio or test or determination of compliance shall be made calculated giving pro forma effect thereto for to such Test Period incurrence or repayment of Indebtedness, or such issuance, refinancing or redemption of Disqualified Stock, in each case to the extent required, as if such Investment, brand acquisitions or Disposition the same had occurred at on the beginning last day of the applicable Test Periodperiod (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during the applicable period during the period from the date of creation of such facility to the date of such 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 date of determination had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable period, the actual interest may be used for the applicable portion of such period. Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, Term SOFR, Daily SOFR, EURIBOR or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company or a Restricted Subsidiary may designate. 75 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2 (e) Whenever pro forma effect is to be given to any Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company.

Pro Forma Calculations. (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 Net First Lien Leverage Ratio, the Consolidated Net Senior Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Consolidated Net Interest Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2):follows: (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries Subsidiary incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then except as otherwise set forth in clauses (d) and (e) below, such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, provided that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Senior Secured Leverage, Leverage or Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Senior Secured Leverage Ratio, Ratio or Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Senior Secured Leverage, Leverage or Consolidated Net Total Leverage or Fixed ChargesLeverage, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Senior Secured Leverage, Leverage or Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and; (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitionsInvestments, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (nj) of and the last proviso of the first sentence of the definition of “Consolidated EBITDA.” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions Investment or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions Investment or Disposition had occurred at the beginning of the applicable 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 first delivery of financial statements pursuant to Section 6.1, the Consolidated Net Senior Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio and the Consolidated Net Interest Coverage Ratio shall be determined based on the most recent financial statements of the Borrower that have been furnished pursuant to Section 6.1(a) or (b) of the Existing Credit Agreement and this Agreement, and the levels for the Consolidated Net Total Leverage Ratio and the Consolidated Net Interest Coverage Ratio shall be the levels set forth in Sections 7.1(a) and (b) of this Agreement for the fiscal period ended September 30, 2012; (d) for purposes of calculating the principal amount of Indebtedness permitted to be incurred pursuant to either Section 2.25(a) or Section 7.2(i)(i), in each case, in reliance of clause (b) of the definition of “Maximum Incremental Facilities Amount,” any pro forma calculation of the Consolidated Net Senior Secured Leverage Ratio shall not give effect to any other incurrence of Indebtedness on the date of determination pursuant to any other clause or sub-clause of Section 7.2; and (e) for purposes of calculating the amount of Liens permitted to be incurred pursuant to either (x) (solely with respect to Indebtedness incurred pursuant to Section 2.25(a) in reliance of clause (b) of the definition of “Maximum Incremental Facilities Amount”) Section 7.3(h) or (y) (solely with respect to Indebtedness incurred pursuant to Section 7.2(i)(i) in reliance of clause (b) of the definition of “Maximum Incremental Facilities Amount”) Section 7.3(g), any pro forma calculation of the Consolidated Net Senior Secured Leverage Ratio shall not give effect to any other incurrence of Liens on the date of determination pursuant to any other clause or sub-clause of Section 7.3; provided that notwithstanding the foregoing, when calculating the Consolidated Net Total Leverage Ratio or the Consolidated Net Interest Coverage Ratio, as applicable, for purposes of (i) determining the Applicable Margin, (ii) determining the Applicable Commitment Fee Rate and (iii) determining actual compliance (and not pro forma compliance or compliance on a pro forma basis) with the covenants pursuant to Section 7.1, any pro forma event of the type set forth in clauses (a) or (b) of this Section 1.3 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Calculations. (ia) Any calculation to be determined on a “pro forma” basisFor purposes of determining the Total Leverage Ratio, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Total Net First Lien Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of such ratios), Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, dispositions, mergers, amalgamations, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by Arrow Bidco or any of the Restricted Subsidiaries during a Test Period or subsequent to such Test Period and on or prior to the date that the Total Leverage Ratio, the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Net Total Leverage Ratio, Assets and the Financial Covenant Consolidated Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, is being tested shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels on a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, basis assuming that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to all such Investments, brand Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, Dispositions dispositions, mergers, amalgamations consolidations and designations as if disposed operations (and the same change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”Period. If since the beginning of such period Test Period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the Borrower Arrow Bidco or any of its the Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions Dividends, prepayments, repurchases, redemptions or Disposition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation that would have required adjustment pursuant to this provisionthe preceding sentence, then the Total Leverage Ratio, the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of such calculation ratios) shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions Dividends, prepayments, repurchases, redemptions or Disposition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the applicable Test Period. (b) Whenever pro forma effect is to be given with respect to a transaction or specified action, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Administrative Borrower and shall be made in accordance with Article 11 of Regulation S-X. In addition to pro forma adjustments made in accordance with Article 11 of Regulation S-X, pro forma calculations may also include operating expense reductions and operating improvements or synergies for such period resulting from any asset sale or other disposition or acquisition, Investment, merger, amalgamation, consolidation or discontinued operation (as determined in accordance with GAAP) for which pro forma effect is being given that (A) have been realized or (B) for which specified actions have been taken or are reasonably expected to be taken within 24 months of the date of such transaction; provided that (w) any pro forma adjustments made pursuant to this sentence shall be set forth in Compliance Certificates of the Administrative Borrower delivered to the Agent and, to the extent required hereunder, in any certificate required to be delivered under the definition of Payment Condition, (x) such operating expense reductions, operating improvements or synergies are reasonably identifiable and quantifiable, (y) no operating expense reductions, operating improvements or synergies shall be given pro forma effect to the extent duplicative of any expenses or charges relating to such operating expense reductions, operating improvements or synergies that are added back pursuant to the definition of Consolidated EBITDA, and (z) operating expense reductions, operating improvements or synergies given pro forma effect shall not include any operating expense reductions, operating improvements or synergies related to the combination of (X) the operations of any Person, property, business or asset acquired, including pursuant to the Transactions or pursuant to a transaction consummated prior to the Closing Date, and subsequently so disposed of and (Y) any Unrestricted Subsidiary that is converted into a Restricted Subsidiary with the operations of Arrow Bidco or any Restricted Subsidiary. Such pro forma adjustments may be in addition to (but not duplicative of) adjustments to Consolidated Net Income and addbacks to Consolidated EBITDA; provided that the sum of (i) the aggregate amount of operating expense reductions, operating improvements and synergies pursuant to this Section 1.7(b), plus (ii) the aggregate amount of increases to Consolidated EBITDA pursuant to clauses (e), (i) and (p) of the definition thereof shall not exceed 20% of Consolidated EBITDA for any four consecutive fiscal quarter period (calculated prior to giving effect to such adjustments). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date that Consolidated EBITDA is being tested had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Administrative Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, any rate based on SOFR or any Successor 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 Administrative Borrower may designate.

Pro Forma Calculations. (i) Any calculation to be determined on a “pro forma” basis, after giving “pro forma” effect to certain transactions or pursuant to words For purposes of similar import and (ii) determining compliance with the applicable Consolidated Net First Lien Net Leverage RatioRatio test, the Consolidated Secured Net Secured Leverage RatioRatio test, the Consolidated Total Net Leverage Ratio test, Consolidated Total Gross Leverage RatioRatio test, the Financial Covenant Consolidated Interest Coverage Ratio test or Consolidated Fixed Charge Coverage Ratio test for any Reference Period and/or the permissibility of any Applicable Transactions (and the Fixed Charge Coverage Ratio, incurrence or repayment of any Indebtedness in each case, shall connection therewith) that have been made (A) during the period in respect of which such calculations are required to be calculated as follows made or (subject B) other thatthan with respect to any calculation of the provisions financial covenants set forth in Section 7.1 and any calculation of Section 1.2): (a) the Consolidated First Lien Net Leverage Ratio for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its termsApplicable Pricing Grid, subsequent to the commencement of the such period for which such ratio is being calculated but on or and prior to or substantially concurrently simultaneously with or for the purpose of the event for which the calculation of any such ratio test is made (on a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract basis (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) solely with respect to Qualified Contracts determining pro forma compliance for such event) shall not exceed $50 million in revenues be calculated on a pro forma basis assuming that all such Applicable Transactions (and any such related assets); provided, further, that for purposes of making increase or decrease in Consolidated EBITDA and the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation component financial definitions used in either of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect foregoing attributable to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (bApplicable Transaction) for purposes of making had occurred on the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement first day of the period for in respect of which such calculation is being made but on or prior calculations are required to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”made. If since the beginning of such any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition Applicable Transaction that would have required adjustment pursuant to this provisionSection 1.4, then such calculation the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Consolidated Total Gross Leverage Ratio, Consolidated Interest Coverage Ratio test or Consolidated Fixed Charge Coverage Ratio, as applicable, shall be made giving calculated to give pro forma effect thereto for in accordance with this Section 1.4. Notwithstanding anything to the contrary herein, but subject to Sections 1.2(f) and (i) and 1.3, all financial ratios and tests (including any Consolidated First Lien Net Leverage Ratio test, Consolidated Secured Net Leverage Ratio test, Consolidated Total Net Leverage Ratio test, Consolidated Total Gross Leverage Ratio test, Consolidated Interest Coverage Ratio test or Consolidated Fixed Charge Coverage Ratio test, as applicable and determining the amount of Consolidated Net Income and Consolidated EBITDA) contained in this Agreement that are calculated with respect to any Reference Period during which any Applicable Transaction occurs shall be calculated with respect to such Test Reference Period as if and such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test PeriodApplicable Transaction on a pro forma basis in accordance with this Section 1.4.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything to be determined on a “pro forma” basisthe contrary contained herein, after giving “pro forma” effect to certain transactions or pursuant to words of similar import financial ratios and tests (ii) including the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, ) pursuant to this Agreement shall be calculated as follows (subject to in the provisions of manner prescribed by this Section 1.2):1.07. (ab) for purposes of making the computation referred to above, in In the event that the Borrower Holdings or any of its Restricted Subsidiaries Subsidiary incurs, assumes, guarantees, redeems, retiresrepays, defeases retires or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, (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 completion thereof in accordance with its terms, 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 substantially concurrently simultaneously with or for the purpose of the event for which the such calculation is made (a “Calculation Date”)being made, then such calculation financial ratio or test shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirementrepayment, defeasance retirement or extinguishment of Indebtedness or entry intoIndebtedness, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at on the beginning last day of the applicable Test Period; provided, that Measurement Period (except in the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation case of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio (or Fixed Charge Coverage Ratiosimilar ratio), as applicablesuch incurrence, Consolidated Net First Lien Leverageassumption, Consolidated Net Secured Leverageguarantee, Consolidated Net Total Leverage or Fixed Chargesredemption, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemptionrepayment, retirement or extinguishment of Indebtedness in connection with such event; andIndebtedness, as if the same had occurred on the first day of the applicable Measurement Period). (bc) for For purposes of making calculating any financial ratio or test, Specified Transactions that have been made by Holdings or any of its Subsidiaries during the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions applicable Measurement Period or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to such Measurement Period and prior to or simultaneously with the commencement of the period event for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to calculated on a Pro Forma Basis assuming that all such Investments, brand acquisitions, Dispositions Specified Transactions (and designations as if the same change in Consolidated EBITDA resulting therefrom) had occurred at on the beginning first day of the applicable Test Measurement Period. (d) Notwithstanding the foregoing, when calculating the Fixed Charge Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.05(e) and Section 6.11, the events described in Sections 1.07(b) and (c) above that occurred subsequent to the end of the Measurement Period in a manner consistent, where applicable, with the shall not be given pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Periodeffect.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything to be determined on a “pro forma” basisthe contrary contained herein, after giving “pro forma” effect to certain transactions or pursuant to words of similar import financial ratios and tests (ii) including the Consolidated Net Total Leverage Ratio, the Total Rent Adjusted Leverage Ratio, the First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Interest Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, amount of Total Assets) pursuant to this Agreement shall be calculated as follows (subject to in the provisions of manner prescribed by this Section 1.2):1.04. (ab) for purposes of making the computation referred to above, in In the event that the Borrower or any of its Restricted Subsidiaries Subsidiary incurs, assumes, guarantees, redeems, retiresrepays, defeases retires or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, (other than the completion thereof in accordance with its terms, Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid) subsequent to the commencement end of the period Test Period for which such financial ratio or test is being calculated but on or prior to or substantially concurrently simultaneously with or for the purpose of the event for which the such calculation is made (a “Calculation Date”)being made, then such calculation financial ratio or test shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirementrepayment, defeasance retirement or extinguishment of Indebtedness or entry intoIndebtedness, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at on the beginning last day of the applicable Test Period (such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the first day of the applicable Test Period; provided). (c) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the aggregate amount Borrower or any of revenues (and related assets) included in such pro forma calculation for any its Restricted Subsidiaries during the applicable Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to such Test Period and prior to or simultaneously with the commencement of the period event for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving calculated on a pro forma effect to basis assuming that all such Investments, brand acquisitions, Dispositions Specified Transactions (and designations as if the same change in Consolidated EBITDA resulting therefrom) had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”Total Assets shall be calculated after giving effect thereto. If since the beginning of any such period Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period Test Period shall have made any Investment, brand acquisitions or Disposition Specified Transaction that would have required adjustment pursuant to this provisionSection 1.04, then such calculation any applicable financial ratio or test shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions or Disposition had Specified Transaction occurred at the beginning of the applicable Test Period. For the purpose of making the computation referred to above, with respect to each restaurant that commences operations and records not less than one full fiscal quarter’s operations during the four-quarter reference period, at the option of the Borrower, the operating results of such restaurant will, be annualized during such period. (d) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower (including the “run-rate” cost savings and synergies resulting from such Specified Transaction that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions), and any such adjustments included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial ratios or tests, including during any subsequent Test Periods in which the effects thereof are expected to be realized); provided, that, (i) such amounts are reasonably identifiable, and factually supportable, are projected by the Borrower in good faith to result from actions either taken or expected to be taken within twelve (12) months after the end of such Test Period in which such Specified Transaction occurred and, in each case, certified by the chief financial officer or treasurer of the Borrower, (ii) no amounts shall be added pursuant to this clause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period and (iii) any increase to Consolidated EBITDA as a result of cost savings and synergies shall be subject to the limitations set forth in the penultimate sentence of the definition of Consolidated EBITDA. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (f) Notwithstanding the foregoing, when calculating (i) the Total Leverage Ratio for purposes of Section 2.05(b)(i) and (ii) the Total Rent Adjusted Leverage Ratio and the Consolidated Interest Coverage Ratio for purposes of actual compliance with Section 7.10 as of the end of any Test Period, the events described in Sections 1.04(b), (c) and (d) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (g) Any pro forma calculation required at any time prior to December 31, 2012, shall be made assuming that compliance with the Total Leverage Ratio and Consolidated Interest Coverage Ratio set forth in Section 7.10 for the Test Period ending on December 31, 2012, is required with respect to the most recent Test Period prior to such time.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything to be determined on a “pro forma” basisthe contrary herein, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net Interest Coverage Ratio, the First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, Total Leverage Ratio shall be calculated as follows (subject in the manner prescribed by this Section 1.5; provided, that notwithstanding anything to the provisions contrary in clause (b), (c) or (d) of this Section 1.2): (a) 1.5, when calculating First Lien Leverage Ratio for the purposes of making the computation referred to aboveECF Percentage of Excess Cash Flow, the events described in the event this Section 1.5 that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, occurred subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning end of the applicable Test Period; provided, that other than consummation of the aggregate amount of revenues (and related assets) included in such Transactions, shall not be given pro forma calculation for any Test Period pursuant to this clause 1.3(aeffect. (b) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for For purposes of making calculating the computation of Consolidated Net First Lien LeverageInterest Coverage Ratio, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Ratio and Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio Pro Forma Transactions (and the incurrence or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as repayment of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (btherewith) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are that have been made (i) during the applicable Test Period or committed to be made pursuant to a definitive agreement(ii) subsequent to the commencement of the period for which such calculation is being made but on or Test Period and prior to or simultaneously with the relevant Calculation Date, then event with respect to which the calculation of any such calculation ratio is being made shall be made giving calculated on a pro forma effect basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to such Investments, brand acquisitions, Dispositions and designations as if the same any Pro Forma Transaction) had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”Period. If since the beginning of such 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 Mid-Holdings or any of its Restricted Subsidiaries since the beginning of such period Test Period shall have made any Investment, brand acquisitions or Disposition Pro Forma Transaction that would have required adjustment pursuant to this provisionSection 1.5, then such calculation the Interest Coverage Ratio, First Lien Leverage Ratio and the Total Leverage Ratio shall be made giving calculated to give pro forma effect thereto in accordance with this Section 1.5. (c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of Mid-Holdings and shall include, without duplication, (i) the EBITDA (as determined in good faith by Mid-Holdings) of any Person or line of business acquired or disposed of and (ii) the “run-rate” (i.e., the full recurring benefit for a period associated with an action taken or expected to be taken) amount of realized or expected cost savings, operating expense reductions and other operating improvements and synergies resulting from such Pro Forma Transaction that are certified by such Responsible Officer of Mid-Holdings to the Administrative Agent as being (x) reasonably quantifiable, identifiable, factually supportable and expected to have a continuing impact and (y) reasonably anticipated to be realized within 18 months after the closing or other date of such Pro Forma Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and other operating improvements and synergies had been realized on the first day of the relevant Test Period as if such Investmentcost savings, brand acquisitions operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions. (d) In the event that Mid-Holdings or Disposition had occurred at any Restricted Subsidiary (i) incurs (including by assumption or guarantee) or (ii) repays, redeems, defeases, retires, extinguishes or is released from, or is otherwise no longer obligated in respect of (each, a “Repayment”), any Indebtedness included in the beginning calculation of the Interest Coverage Ratio, First Lien Leverage Ratio or Total 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), (x) during the applicable Test Period or (y) subsequent to the end of the applicable Test PeriodPeriod and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being made, then the Interest Coverage Ratio, First Lien Leverage Ratio or Total 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 (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).

Pro Forma Calculations. (i) Any calculation For purposes of determining whether any action is otherwise permitted to be determined on a “pro forma” basistaken hereunder or compliance with the Adjusted Consolidated Secured Debt Ratio, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Adjusted Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Secured Debt Ratio and the Fixed Charge Coverage Ratio, in each case, Total Assets shall be calculated in each case on a pro forma basis as follows (subject to the provisions of Section 1.2):follows: (a) for purposes of making the computation referred to above, in In the event that the US Borrower or any of its Restricted Subsidiaries Subsidiary (i) incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates (ii) issues or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which such ratio or amount is being calculated but on or prior to or substantially concurrently simultaneously with or for the purpose of the event for which the calculation of such ratio or amount is made (a “Ratio Calculation Date”), then such calculation ratio or amount shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness Indebtedness, or entry intosuch issuance or redemption of Disqualified Stock or Preferred Stock, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for four-quarter period. For purposes of making the computation referred to above, if any Investments Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (including the Transactionsas determined in accordance with GAAP), brand acquisitions, Dispositions or designations in each case with respect to an operating unit of Unrestricted Subsidiaries or Restricted Subsidiaries are a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to the commencement of the such reference period for which such calculation is being made but and on or prior to or simultaneously with the relevant Ratio Calculation Date, then and other operational changes that the US Borrower or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such calculation reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be made giving calculated on a pro forma effect to basis assuming that all such Investments, brand acquisitions, Dispositions dispositions, mergers, amalgamations, consolidations, discontinued operations and designations as if the same other operational changes had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the US Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or Disposition operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this provisiondefinition, then such calculation ratio or amount shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions acquisition, disposition, merger, consolidation, discontinued operation or Disposition operational change had occurred at the beginning of the applicable Test Periodfour-quarter period. (b) For purposes of this Section 1.11, whenever pro forma effect is to be given to any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the US Borrower. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower, to reflect (i) 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) and (ii) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote 3 to the “Summary Historical and Pro Forma Consolidated Financial Data” under “Offering Memorandum Summary” in the offering circular for the Senior Notes (as if, in each case, such operating expense reductions, other operating improvements, synergies or adjustments had been realized on the first day of such period); 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 27 months after the Closing 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 $150.0 million for any four consecutive fiscal quarter period. (c) For purposes of determining whether the incurrence, issuance or making of any Indebtedness, Disqualified Stock, Preferred Stock, Equity Interest, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change is permitted hereunder, Total Assets shall be determined at the time such Indebtedness, Disqualified Stock, Preferred Stock, Equity Interest, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change is incurred, issued or made, and no Default shall be deemed to have occurred solely as a result of a change in Total Assets occurring after the time such Indebtedness, Disqualified Stock, Preferred Stock, Equity Interest, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change is incurred, issued or made.

Pro Forma Calculations. (i) Any calculation For purposes of determining whether any action is otherwise permitted to be determined on a “pro forma” basistaken hereunder, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, Total Net Leverage Ratio and Senior Secured Net Leverage Ratio shall be calculated as follows (subject to the provisions of Section 1.2):follows: (a) for purposes of making the computation referred to above, in In the event that the any Borrower or any of its Restricted Subsidiaries Subsidiary (i) incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates (ii) issues or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, redeems 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 substantially concurrently simultaneously with or for the purpose of the event for which the calculation of such ratio is made (a “Ratio Calculation Date”), then such calculation ratio shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness Indebtedness, or entry intosuch issuance or redemption of Disqualified Stock or Preferred Stock, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; providedfour-quarter period (but in the case of any incurrence or issuance of any Indebtedness, that Disqualified Stock or Preferred Stock, treating the aggregate amount cash proceeds thereof and of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assetsother Indebtedness, Disqualified Stock or Preferred Stock incurred or issued substantially concurrently therewith as Restricted Cash); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and. (b) for For purposes of making the computation referred to above, if any Investments Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (including the Transactionsas determined in accordance with GAAP), brand acquisitions, Dispositions or designations in each case with respect to an operating unit of Unrestricted Subsidiaries or Restricted Subsidiaries are a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to the commencement of the such reference period for which such calculation is being made but and on or prior to or simultaneously with the relevant Ratio Calculation Date, then 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 calculation reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be made giving calculated on a pro forma effect to basis in accordance with GAAP as of the date the most recent period for which Section 5.04 Financials have been delivered, assuming that all such Investments, brand acquisitions, Dispositions dispositions, mergers, amalgamations, consolidations, discontinued operations and designations as if the same other operational changes had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the any Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions acquisition, Disposition, merger, amalgamation, consolidation, discontinued operation or Disposition operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this provisiondefinition, then such calculation ratio shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions acquisition, Disposition, merger, consolidation, discontinued operation or Disposition operational change had occurred at the beginning of the applicable Test Periodfour-quarter period. (c) For purposes of this Section 1.08, whenever pro forma effect is to be given to any Investment, acquisition, Disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Lead Borrower as set forth in an Officer’s Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and otherwise comply with the limitations set forth in the definition of “Consolidated EBITDA”.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything to be determined on a “pro forma” basisthe contrary contained herein, after giving “pro forma” effect to certain transactions or pursuant to words of similar import financial ratios and tests (ii) including the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, ) pursuant to this Agreement shall be calculated as follows (subject to in the provisions of manner prescribed by this Section 1.2):1.07. (ab) for purposes of making the computation referred to above, in In the event that the Borrower Holdings or any of its Restricted Subsidiaries Subsidiary incurs, assumes, guarantees, redeems, retiresrepays, defeases retires or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, (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 completion thereof in accordance with its terms, 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 substantially concurrently simultaneously with or for the purpose of the event for which the such calculation is made (a “Calculation Date”)being made, then such calculation financial ratio or test shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirementrepayment, defeasance retirement or extinguishment of Indebtedness or entry intoIndebtedness, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at on the beginning last day of the applicable Test Measurement Period (except in the case of the Fixed Charge Coverage Ratio (or similar ratio), such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the first day of the applicable Measurement Period; provided). (c) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by Holdings or any of its Subsidiaries during the applicable Measurement Period or subsequent to such Measurement Period and prior to or simultaneously with the event for which such calculation is being made shall be calculated on a Pro Forma Basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Measurement Period. (d) Notwithstanding the foregoing, when calculating the Fixed Charge Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.06(e) and Section 6.11, the events described in Sections 1.07(b) and (c) above that occurred subsequent to the end of the Measurement Period shall not be given pro forma effect. (e) With respect to any acquisition pursuant to Section 6.03(g) (or any other acquisition that requires a waiver or consent of the Required Lenders pursuant to Sections 6.03 or 6.04), that have been made by Holdings or any of its Subsidiaries during the applicable Measurement Period or subsequent to such Measurement Period and prior to or simultaneously with the event for which such calculation is being made, 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 “run-rate” adjustments to reflect (x) operating expense reductions and other operating improvements, restructuring costs, cost saving initiatives or synergies to the extent permitted to be reflected in pro forma financial information under Rule 11-02 of Regulation S-X under the Securities Act for such Measurement Period and (y) other operating expense reductions and other operating improvements, restructuring costs, cost saving initiatives or 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 acquisition, net of the amount of actual benefits realized during such period from such actions; provided that (A) such Specified Adjustments are reasonably identifiable, quantifiable and factually supportable in the good faith judgment of Holdings and are set forth in reasonable detail in a certificate of a Responsible Officer of Holdings delivered to the Administrative Agent, (B) such actions are taken, committed to be taken or expected to be taken no later than twelve (12) months after the date of such acquisition, (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 (D) the aggregate amount of revenues (and related assets) included in such pro forma calculation any Specified Adjustments for any Test Period pursuant such period shall not exceed 15% of Consolidated EBITDA for the applicable period prior to giving effect to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assetsy); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving if any Specified Adjustments included in any pro forma effect calculations based on the anticipation that such Specified Adjustments will be achieved within such 12-month period shall at any time cease to any redemptionbe reasonably anticipated by Holdings to be so achieved, retirement or extinguishment of Indebtedness in connection with then on and after such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed time pro forma calculations required to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which hereunder shall not reflect such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test PeriodSpecified Adjustments.

Pro Forma Calculations. (ia) Any calculation financial ratio or test or compliance with any covenants determined by reference to be determined on a “pro forma” basisConsolidated EBITDA, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net First Lien Leverage RatioIncome, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, Tangible Assets or any component definition thereof shall be calculated as follows (subject 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 provisions of Section 1.2): (a) applicable period for purposes of making calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the most recently ended period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation financial statements of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, Parties are available (as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of determined in good faith by the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; andBorrower). (b) for For purposes of making the computation referred to abovedetermining compliance with any provision of this Agreement, if any Investments (including the Transactions)determination of any financial ratio or test, brand acquisitions, Dispositions any Specified Transaction that has occurred (i) during the applicable period or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreementii) subsequent to the commencement of the such period for which such calculation is being made but on or and prior to or simultaneously with the relevant Calculation Dateevent for which the determination of any such ratio, then such calculation test or compliance with covenants is being made shall be made giving determined on a pro forma basis (including giving effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period those specified in a manner consistent, where applicable, accordance with the pro forma adjustments set forth in clause (n) of the definition definitions of “Consolidated EBITDA” and clause (o) of the definition of “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 such any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower an Obligor or any of its Restricted Subsidiaries Subsidiary since the beginning of such period shall have made any Investment, brand acquisitions or Disposition Specified Transaction that would have required adjustment pursuant to this provisionSection 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. (c) In the event that (x) 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 (y) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (i) during the applicable period or (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 or test is made or compliance with any covenant is determined, then such calculation financial ratio or test or determination of compliance shall be made calculated giving pro forma effect thereto for to such Test Period incurrence or repayment or refinancing of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the extent required, as if such Investment, brand acquisitions or Disposition the same had occurred at on the beginning last day of the applicable Test Periodperiod (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during the applicable period during the period from the date of creation of such facility to the date of such 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 date of determination had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable period, the actual interest may be used for the applicable portion of such period. Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. 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 or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or a Restricted Subsidiary may designate. (e) Whenever pro forma effect is to be given to any Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything to be determined on a “pro forma” basisthe contrary contained herein, after giving “pro forma” effect to certain transactions or pursuant to words of similar import financial ratios and tests (ii) including the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Interest Coverage Ratio and Consolidated Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, ) pursuant to this Agreement shall be calculated as follows (subject to in the provisions of manner prescribed by this Section 1.2):1.08. (ab) for purposes of making the computation referred to above, in In the event that the Borrower Holdings or any of its Restricted Subsidiaries Subsidiary incurs, assumes, guarantees, redeems, retiresrepays, defeases retires or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, (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 completion thereof in accordance with its terms, 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 substantially concurrently simultaneously with or for the purpose of the event for which the such calculation is made (a “Calculation Date”)being made, then such calculation financial ratio or test shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirementrepayment, defeasance retirement or extinguishment of Indebtedness or entry intoIndebtedness, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at on the beginning last day of the applicable Test Period; provided, that Measurement Period (except in the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation case of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Interest Coverage Ratio (or Fixed Charge Coverage Ratiosimilar ratio), as applicablesuch incurrence, Consolidated Net First Lien Leverageassumption, Consolidated Net Secured Leverageguarantee, Consolidated Net Total Leverage or Fixed Chargesredemption, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemptionrepayment, retirement or extinguishment of Indebtedness in connection with such event; andIndebtedness, as if the same had occurred on the first day of the applicable Measurement Period). (bc) for For purposes of making calculating any financial ratio or test, Specified Transactions that have been made by Holdings or any of its Subsidiaries during the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions applicable Measurement Period or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to such Measurement Period and prior to or simultaneously with the commencement of the period event for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving calculated on a pro forma effect to basis assuming that all such Investments, brand acquisitions, Dispositions Specified Transactions (and designations as if the same change in Consolidated EBITDA resulting therefrom) had occurred at on the beginning first day of the applicable Test Measurement Period. (d) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 2.03(b)(i) and Section 7.11, the events described in Sections 1.08(b) and (c) above that occurred subsequent to the end of the Measurement Period in a manner consistent, where applicable, with the shall not be given pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Periodeffect.

Pro Forma Calculations. (i) Any calculation to be determined on a “pro forma” basis, after giving “pro forma” effect to certain transactions or pursuant to words For purposes of similar import and (ii) calculating the Consolidated Net First Lien Leverage Interest Coverage Ratio, the Consolidated Net Leverage Ratio and the Consolidated Senior Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio Specified Transactions (and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions incurrence or repayment of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness in connection therewith) that have been made (A) during the period in respect of which such calculations are required to be made or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, (B) subsequent to the commencement of the such period for which such ratio is being calculated but on or and prior to or substantially concurrently simultaneously with or for the purpose of the event for which the calculation of any such ratio is made on a pro forma basis (a “Calculation Date”in the case of this clause (B), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) solely with respect to Qualified Contracts determining pro forma compliance for such event, and not for other purposes (including pricing or the applicable percentage for Excess Cash Flow prepayments)) shall not exceed $50 million in revenues be calculated on a pro forma basis assuming that all such Specified Transactions (and any such related assets); provided, further, that for purposes of making increase or decrease in Consolidated EBITDA and the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation component financial definitions used in either of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect foregoing attributable to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (bSpecified Transaction) for purposes of making had occurred on the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement first day of the period for in respect of which such calculation is being made but on or prior calculations are required to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”made. If since the beginning of such 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 of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition Specified Transaction that would have required adjustment pursuant to this provisionSection 1.03(c), then such calculation the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio and the Consolidated Senior Secured Leverage Ratio, shall be calculated to give pro forma effect thereto in accordance with this Section 1.03(c). (ii) 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 in a manner reasonably acceptable to the Administrative Agent. (iii) If at any time the Borrower has made an election with respect to any Limited Condition Transaction to test a financial ratio test or condition at the time of 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 consummated or (B) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such financial covenant shall be required to be satisfied both (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 Senior Secured 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 total assets of the Borrower and its Subsidiaries 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 deemed to be the 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 thereto for such Test Period to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if such Investment, brand acquisitions or Disposition they had occurred at the beginning of the applicable most recent test period ending prior to the LCT Test PeriodDate, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or provision, such ratio or provision shall be deemed to have been complied with.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything to be determined on a “pro forma” basisthe contrary contained herein, after giving “pro forma” effect to certain transactions or pursuant to words of similar import financial ratios and tests (ii) including the Consolidated Net Total Gross Leverage Ratio, First Lien Net Leverage Ratio, the Consolidated Secured Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Total Net Leverage Ratio, in each case, ) pursuant to this Indenture shall be calculated as follows (subject to in the provisions of manner prescribed by this Section 1.2):1.05. (ab) for purposes of making the computation referred to above, in In the event that the Borrower Company or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retiresrepays, defeases retires or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, (other than the completion thereof in accordance with its terms, Indebtedness repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the commencement end of the applicable period for which such financial ratio or test is being calculated but on or prior to or substantially concurrently simultaneously with or for the purpose of the event for which the such calculation is made (a “Calculation Date”)being made, then such calculation shall financial ratio or test shall, except to the extent relating to the RP Threshold, be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirementrepayment, defeasance retirement or extinguishment of Indebtedness or entry intoIndebtedness, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at on the beginning last day of the applicable Test Period; providedperiod. (c) With respect to any period during which any Permitted Acquisition or any Disposition of material assets outside the ordinary course of business occurs, that financial ratios and tests (including the aggregate amount of revenues (First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and related assetsthe Total Net Leverage Ratio) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, Indenture shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made calculated giving pro forma effect to such InvestmentsPermitted Acquisition or Disposition, brand acquisitions, Dispositions and designations as if the same had occurred at on the beginning first day of the applicable Test Period period.” (e) Section 1.06 of the Indenture is hereby amended by adding the following text at the end of clause 1.06 (a) thereof: “Notwithstanding anything to the contrary contained in this Section 1.06(a) or in the definitions of “Capitalized Lease” or “Capitalized Lease Obligations”, any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02 , Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a manner consistentCapitalized Lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, where 2015, shall not result in such lease being considered a Capitalized Lease, and all calculations and deliverables under this Indenture shall be made or delivered, as applicable, in accordance therewith.” (f) Section 1.08 of the Indenture is hereby deleted in its entirety. (g) Section 1.09 of the Indenture is hereby deleted in its entirety. (h) Section 4.11 of the Indenture is hereby amended by replacing the text of clause 4.11(a)(i) thereof with the pro forma adjustments following text: “[reserved]; At any time when there is any Unrestricted Subsidiary, simultaneously with the delivery of the financial statements of the Company and its Subsidiaries required by clauses (ii) and (iii) of this Section 4.11(a), deliver to the Trustee an Unrestricted Subsidiary Reconciliation Statement.” 34 (i) Section 4.11 of the Indenture is hereby amended by replacing the text of clause 4.11(a)(iii) thereof with the following text: “Deliver to the Trustee as soon as available, and in any event within 75 days after the end of each Fiscal Year, statements of operations and retained earnings and statements of cash flows of the Company and its Subsidiaries as at the end of such Fiscal Year, setting forth in each case in comparative form the figures for the corresponding date or period set forth in clause the financial statements for the immediately preceding Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, and accompanied by a report and an opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Company in good faith (nwhich opinion shall be without (1) a “going concern” or like qualification or exception, or (2) any qualification or exception as to the scope of such audit (other than solely as a result of the definition of “Consolidated EBITDA” and clause (o) impending maturity of the definition Notes any Indebtedness or as a result of “Consolidated Net Income”. If since a prospective or actual default under any financial maintenance covenant in any agreement governing the beginning Remaining Term Loan (or any Refinancing Facilities in respect thereof) or the Notes)), together with a written statement of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into accountants (x) to the Borrower or any of its Restricted Subsidiaries since effect that, in making the beginning examination necessary for their certification of such period financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default under Section 4.13 and (y) if such accountants shall have made obtained any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning knowledge of the applicable Test Periodexistence of an Event of Default or such Default, describing the nature thereof.”

Pro Forma Calculations. Notwithstanding anything to the contrary herein (i) Any calculation subject to be determined on a “pro forma” basisSection 1.02(i)), after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net Cash Interest Expense, the First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Secured Leverage Ratio, the Consolidated Total Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, Consolidated Net Income, Consolidated EBITDA and Consolidated Total Assets shall be calculated (including, in each case, shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the computation referred applicable four quarter period to abovewhich such calculation relates, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, and/or subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation end of such Qualified Contract four-quarter period; provided that notwithstanding the foregoing or the definition of Pro Forma Basis, when calculating (other than the completion thereof in accordance with its termsA) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that Consolidated Net Income for purposes of making the computation definition of Consolidated Net Excess Cash Flow, (B) the First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of determining the applicable Test Period in a manner consistent, where applicable, with percentage of Excess Cash Flow for purposes of Section 2.05(b) and (C) the pro forma adjustments financial covenants set forth in clause Section 7.08(a), any Specified Transaction and any related adjustment contemplated in the definition of “Pro Forma Basis” (n) and corresponding provisions of the definition of “Consolidated EBITDA” and clause (o”) of that occurred subsequent to the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning end of the applicable Test Periodfour quarter period shall not be given Pro Forma Effect. For purposes of making any computation referred to above: (1) if any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date for which a determination under this definition is made had been the applicable rate for the entire period (taking into account any Swap Contracts applicable to such Indebtedness if such Swap Contracts has a remaining term in excess of 12 months); (2) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Swedish Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS; (3) interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 the rate actually chosen, or, if otherwise specified in the relevant agreement, the rate then in effect or, if none, then based upon such optional rate chosen as the Swedish Borrower may designate; and (4) interest on any Indebtedness under a revolving credit facility or a Qualified Receivables Financing or Qualified Receivables Factoring computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period.

Pro Forma Calculations. (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 Net First Lien Leverage Ratio, the Consolidated Secured Structural Senior Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of the Consolidated Secured Structural Senior Leverage Ratio, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, the Consolidated Secured Structural Senior Leverage Ratio, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be the Consolidated Secured Structural Senior Leverage Ratio, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Period.

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition, other acquisition permitted pursuant to Section 6.04 or Significant Asset Sale occurs, each of the Total Leverage Ratio and the Secured Net Leverage Ratio, and, without duplication, Consolidated EBITDA, shall, for all purposes set forth herein, be calculated with respect to such period on a pro forma basis after giving effect to such Permitted Acquisition, acquisition or Significant Asset Sale (iand any related repayment of Indebtedness) Any calculation (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, (b) pro forma adjustments for designation of any Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a Subsidiary in accordance with the definition of “Unrestricted Subsidiary” (a “Subsidiary Designation”), and (c) pro forma adjustments for cost savings and synergies (net of continuing associated expenses) to the extent such cost savings and synergies are reasonably identifiable, reasonably supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following any such Permitted Acquisition or acquisition (which cost savings and synergies shall be calculated on a pro forma basis as though they had been realized on the first day of such period); provided that at the election of the Borrower, such pro forma adjustment shall not be required to be determined on a “pro forma” basis, after giving “pro forma” effect to certain transactions for any Permitted Acquisition or pursuant to words of similar import and (ii) other acquisition if the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, aggregate consideration paid in each case, connection with such acquisition is less than $50,000,000; provided further that all such adjustments shall be calculated as follows (subject to set forth in a reasonably detailed certificate of a Financial Officer of the provisions of Section 1.2): (a) Borrower), assuming, for purposes of making the computation referred such calculations, such Permitted Acquisition, Subsidiary Designation, acquisition permitted pursuant to above, in the event that the Borrower Section 6.04 or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues Significant Asset Sale (and related assets) included in such pro forma calculation for repayment of Indebtedness), and any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues other Permitted Acquisitions and Significant Asset Sales (and any related repayment of Indebtedness) that have been consummated during the period, had been consummated on the first day of such related assets)period; provided, further, that the aggregate amount added to or included in Consolidated EBITDA above in respect of synergies for any period of four consecutive fiscal quarters shall not exceed an amount equal to 20% of Consolidated EBITDA, calculated prior to giving effect to such additions and any other prior additions in respect of such period pursuant to this Section 1.03. In addition, solely for purposes of making determining whether a Specified Transaction is permitted hereunder (including whether such Specified Transaction would result in a Default or Event of Default and whether the computation of Consolidated Secured Net First Lien LeverageLeverage Ratio Condition would be met), Consolidated the Secured Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving calculated on a pro forma effect to any redemption, retirement or extinguishment of Indebtedness basis as provided in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Periodpreceding sentence.

Pro Forma Calculations. (i) Any calculation Notwithstanding anything 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 Net First Lien Leverage Ratiocontrary herein, the Consolidated Secured Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, Total Net Leverage Ratio shall be calculated as follows (subject on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the provisions end of Section 1.2): (a) such four-quarter period but not later than the date of such calculation; provided that, notwithstanding the foregoing, when calculating the Secured Net Leverage Ratio for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues determining actual compliance (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(anot Pro Forma Compliance or compliance on a Pro Forma Basis) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments financial covenants set forth in clause Section 7.10, any Specified Transaction and any related adjustment contemplated in the definition of “Pro Forma Basis” (n) and corresponding provisions of the definition of “Consolidated EBITDA” and clause (o”) that occurred subsequent to the end of the definition applicable four quarter period shall not be given Pro Forma Effect. Notwithstanding the foregoing, with respect to any Limited Condition Acquisition only, at the Borrower’s option, the Secured Net Leverage Ratio and the Total Net Leverage Ratio shall be determined, and any default or event of “default blocker shall be tested, as of the date the definitive acquisition agreement for such Limited Condition Acquisition is entered into and calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date, provided that (i) other than as specifically provided below in this Section 1.11, the Consolidated Net Income”. If since Income (and any other financial defined term derived therefrom) shall not include any Consolidated Net Income of, or attributable to, the beginning target company or assets associated with any such Limited Condition Acquisition for usages other than in connection with the applicable transaction pertaining to such Limited Condition Acquisition unless and until the closing of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period Limited Condition Acquisition shall have made actually occurred, (ii) the determination of the Secured Net Leverage Ratio and the Total Net Leverage Ratio on or following the date of the definitive acquisition agreement and prior to the earlier of the date on which such acquisition is consummated or the definitive agreement for such acquisition is terminated shall be calculated on a pro forma basis assuming such acquisition and other pro forma events in connection therewith (including any Investmentincurrence of Indebtedness) have been consummated, brand acquisitions or Disposition that would have required adjustment pursuant and (iii) after the signing date but before the closing date for a Limited Condition Acquisition, the determination of ratios and baskets for purposes not related to this provision, then such calculation Limited Condition Acquisition shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition the closing date had occurred at on the beginning of same date as the signing date until such earlier time on which the applicable Test PeriodLimited Condition Acquisition is consummated, terminated or abandoned (the proviso of this sentence shall be referred to as the “Limited Condition Acquisition Proviso”).

Pro Forma Calculations. (i) Any calculation For purposes of determining whether any action is otherwise permitted 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 Net First Lien Leverage Ratiotaken hereunder, the Consolidated Total Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2):follows: (a) for purposes of making the computation referred to above, in In the event that the Parent Borrower or any of its Restricted Subsidiaries Subsidiary (i) incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates (ii) issues or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, redeems 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 substantially concurrently simultaneously with or for the purpose of the event for which the calculation of such ratio is made (a “Ratio Calculation Date”), then such calculation ratio shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness Indebtedness, or entry intosuch issuance or redemption of Disqualified Stock or Preferred Stock, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; andfour-quarter period. (b) for For purposes of making the computation referred to above, if any Investments Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (including the Transactionsas determined in accordance with GAAP), brand acquisitions, Dispositions or designations in each case with respect to an operating unit of Unrestricted Subsidiaries or Restricted Subsidiaries are a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to the commencement of the such reference period for which such calculation is being made but and on or prior to or simultaneously with the relevant Ratio Calculation Date, then and other operational changes that the Parent Borrower or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such calculation reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be made giving calculated on a pro forma effect to basis in accordance with GAAP assuming that all such Investments, brand acquisitions, Dispositions dispositions, mergers, amalgamations, consolidations, discontinued operations and designations as if the same other operational changes had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or Disposition operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this provisiondefinition, then such calculation ratio shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions acquisition, disposition, merger, consolidation, discontinued operation or Disposition operational change had occurred at the beginning of the applicable Test Periodfour-quarter period. (c) For purposes of this Section 1.11, whenever pro forma effect is to be given to any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Parent Borrower as set forth in an Officer’s Certificate, to reflect (i) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions) and (ii) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote (5) to the “Summary Historical and Pro Forma Financial Data” under “Offering Circular Summary” in the offering circular for the New Senior Notes to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period; provided that such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and otherwise comply with the limitations set forth in the definition of “EBITDA”.

Pro Forma Calculations. (i) Any calculation For purposes of determining whether any action is otherwise permitted to be determined on a “pro forma” basistaken hereunder, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Total Net First Lien Leverage Ratio, the Consolidated Senior Secured Net Secured Leverage Ratio, the Consolidated Net Ratio and Total Leverage Ratio, the Financial Covenant Fixed Charge Interest Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2):follows: (a) for purposes of making the computation referred to above, in In the event that the Borrower or any of its Restricted Subsidiaries Subsidiary (i) incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates (ii) issues or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, redeems 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 substantially concurrently simultaneously with or for the purpose of the event for which the calculation of such ratio is made (a “Ratio Calculation Date”), then such calculation ratio shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness Indebtedness, or entry intosuch issuance or redemption of Disqualified Stock or Preferred Stock, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; andfour-quarter period. (b) for For purposes of making the computation referred to above, if any Investments Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (including the Transactionsas determined in accordance with GAAP), brand acquisitions, Dispositions or designations in each case with respect to an operating unit of Unrestricted Subsidiaries or Restricted Subsidiaries are a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to the commencement of the such reference period for which such calculation is being made but and on or prior to or simultaneously with the relevant Ratio Calculation Date, then and other operational changes that the Borrower or any of its Restricted Subsidiaries has made during the four-quarter reference period or subsequent to such calculation reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be made giving calculated on a pro forma effect to basis in accordance with GAAP assuming that all such Investments, brand acquisitions, Dispositions dispositions, mergers, amalgamations, consolidations, discontinued operations and designations as if the same other operational changes had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or Disposition operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this provisiondefinition, then such calculation ratio shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions acquisition, disposition, merger, consolidation, discontinued operation or Disposition operational change had occurred at the beginning of the applicable Test Periodfour-quarter period. (c) For purposes of this Section 1.08, whenever pro forma effect is to be given to any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower as set forth in an Officer’s Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and otherwise comply with the limitations set forth in the definition of “EBITDA”. (d) Interest on a Capitalized Lease Obligation shall be deemed to accrue at the interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a 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 Borrower may designate.

Pro Forma Calculations. (a) For any events described below that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation will give pro forma effect to such events as if such events occurred on the first day of the most recent Test Period ended on or before the occurrence of such event (the “Reference Period”): (i) Any calculation to be determined on a “pro forma” basisthe incurrence, after giving “pro forma” effect to certain transactions assumption, guarantee, redemption, defeasance, retirement or pursuant to words extinguishment of similar import any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced), the incurrence of any Reserved Indebtedness Amount and/or the issuance, repurchase or redemption of Disqualified Stock or Preferred Stock; (ii) the Consolidated Net First Lien Leverage Ratiomaking of any Investments, acquisitions, dispositions, Asset Disposition, mergers, amalgamations, consolidations, operational changes, business expansions and disposed or discontinued operations; provided that for the avoidance of doubt, at the Borrower’s option, notwithstanding any classification under GAAP of any Person, property, business or asset as discontinued operations, no pro forma effect shall be given to any discontinued operations (and the income or loss attributable to such Person, property, business or asset shall not be excluded for any purposes hereunder) until such disposition shall have been consummated; (iii) operational changes or restructurings of the business of the Borrower or any of its Subsidiaries that the Borrower or such Subsidiary, as applicable, has determined to make and/or made during or subsequent to such Reference Period which are expected to have a continuing impact and are factually supportable, which would include cost savings resulting from head count reduction, closure of facilities and other operational changes and other cost savings in connection therewith; and (iv) the designation of any Restricted Subsidiary as an Unrestricted Subsidiary or the designation of any Unrestricted Subsidiary as a Restricted Subsidiary. (b) For purposes of this Section 1.10, whenever pro forma effect is to be given to a transaction (including the Transactions), 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, cost savings, operating expense reductions and synergies resulting from such transactions which is being given pro forma effect; provided that the aggregate amount of cost savings, operating expense reductions and synergies added to Consolidated Net Secured Leverage RatioEBITDA pursuant to this Section 1.10 (combined with the aggregate amount of cost savings, operating expense reductions and synergies added to Consolidated EBITDA pursuant to clause (1)(g) of the definition of Consolidated EBITDA) shall not exceed 25% of Consolidated EBITDA for any four fiscal quarter period (determined after giving effect thereto and all other adjustments and addbacks); provided, further, that in each case of this clause (b) and clause (1)(g) of the definition of Consolidated EBITDA, such 25% cap shall not apply to any such adjustments that (A) are of the type that would be permitted to be included in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act or (B) are otherwise in connection with or related to the Transactions). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, interest on such Indebtedness shall be calculated as follows if the rate in effect on the date on which the relevant calculation is being made had been the applicable rate for the entire reference period (subject taking into account any Swap Obligations applicable to such Indebtedness). Interest on a Finance Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the provisions Borrower to be the rate of Section 1.2): (a) for interest implicit in such Finance Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed with a pro forma basis shall be computed based upon the daily average of borrowings over the portion of the fiscal quarter in which the event applicable calculation occurs and the immediately preceding three quarters and not the borrowings under such revolving credit facility on the applicable date of determination. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a SOFR-based rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or any of its Restricted Subsidiaries incursmay designate. (c) Notwithstanding the foregoing, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than when calculating the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that Consolidated First Lien Net Leverage Ratio and/or Consolidated Interest Coverage Ratio for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving determining actual compliance (and not pro forma effect to any redemption, retirement compliance or extinguishment of Indebtedness in connection with such event; and (bcompliance on a pro forma basis) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation DateFinancial Covenants, then such calculation shall be made giving any transaction and any related pro forma effect to such Investments, brand acquisitions, Dispositions adjustment contemplated in this Section 1.10 (and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) corresponding provisions of the definition of “Consolidated EBITDA” and clause (o) of that occurred subsequent to the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning end of the applicable Test Periodfour quarter period shall not be given pro forma effect.

Pro Forma Calculations. (ia) Any calculation financial ratio or test or compliance with any covenants determined by reference to be determined on a “pro forma” basisConsolidated EBITDA, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, Tangible Assets or any component definition thereof shall be calculated as follows (subject 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 provisions of Section 1.2): (a) applicable period for purposes of making calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the most recently ended period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation financial statements of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, Parties are available (as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of determined in good faith by the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; andBorrower). (b) for For purposes of making the computation referred to abovedetermining compliance with any provision of this Agreement, if any Investments (including the Transactions)determination of any financial ratio or test, brand acquisitions, Dispositions any Specified Transaction that has occurred (i) during the applicable period or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreementii) subsequent to the commencement of the such period for which such calculation is being made but on or and prior to or simultaneously with the relevant Calculation Dateevent for which the determination of any such ratio, then such calculation test or compliance with covenants is being made shall be made giving determined on a pro forma basis (including giving effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period those specified in a manner consistent, where applicable, accordance with the pro forma adjustments set forth in clause (n) of the definition definitions of “Consolidated EBITDA” and clause (o) of the definition of “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 such any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower an Obligor or any of its Restricted Subsidiaries Subsidiary since the beginning of such period shall have made any Investment, brand acquisitions or Disposition Specified Transaction that would have required adjustment pursuant to this provisionSection 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. (c) In the event that (x) 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 (y) the Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (i) during the applicable period or (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 or test is made or compliance with any covenant is determined, then such calculation financial ratio or test or determination of compliance shall be made calculated giving pro forma effect thereto for to such Test Period incurrence or repayment of Indebtedness, or such issuance, refinancing or redemption of Disqualified Stock, in each case to the extent required, as if such Investment, brand acquisitions or Disposition the same had occurred at the beginning of the applicable Test Period.37 [[6024167]]

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything 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 Net First Lien Leverage Ratiocontrary herein, the Consolidated Net Senior Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Debt Ratio and the Fixed Charge Coverage Ratio, in each case, Ratio shall be calculated as follows (subject on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates and/or subsequent to the provisions end of such four-quarter period but not later than the date of such calculation, except with respect to any Specified Transaction occurring in connection with a Limited Condition Transaction causing such calculation which shall also be given Pro Forma Effect in accordance with Section 1.2): (a) 1.10(c); provided that notwithstanding the foregoing, when calculating the Consolidated Senior Secured Debt Ratio for purposes of making determining the computation referred to aboveapplicable percentage of Excess Cash Flow set forth in Section 2.05(b)(i), any Specified Transaction and any related adjustment contemplated in the event definition of Pro Forma Basis (and corresponding provisions of the definition of EBITDA) that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, occurred subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning end of the applicable Test Period; providedfour quarter period shall not be given Pro Forma Effect. (b) In connection with any action being taken in connection with a Limited Condition Transaction, solely for purposes of determining compliance with any condition set forth in this Agreement which requires that no Default, Event of Default or specified Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the aggregate amount option of revenues the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Default or Event of Default, as applicable, exists on the date (x) the definitive agreement for such Limited Condition Transaction is entered into or (y) in the case of a redemption, repurchase, defeasance, satisfaction and related assets) included in such pro forma calculation for any Test Period pursuant to discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock, irrevocable notice thereof is given. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause 1.3(a(i) with respect to Qualified Contracts shall not exceed $50 million in revenues (any such action, and any such related assets); providedDefault, further, that for purposes Event of making the computation Default or specified Default or Event of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage RatioDefault, as applicable, Consolidated Net First Lien Leverageoccurs following the date (x) the definitive agreement for the applicable Limited Condition Transaction was entered into or (y) irrevocable notice of redemption, Consolidated Net Secured Leveragerepurchase, Consolidated Net Total Leverage defeasance, satisfaction and discharge or Fixed Chargesrepayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Default or Event of Default, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage deemed to not have occurred or Fixed Charges as be continuing solely for purposes of the date the relevant determining whether any such action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; andLimited Condition Transaction complies with such condition as to the absence of such Default, Event of Default or specified Default or Event of Default, as applicable. (bc) In connection with any action being taken in connection with a Limited Condition Transaction, solely for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Senior Secured Debt Ratio, the Fixed Charge Coverage Ratio or any other financial ratio or metric; or (ii) determining the amount or availability of baskets or thresholds set forth in this Agreement based on any financial ratio or metric (including baskets measured as a percentage of Total Assets or EBITDA); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of compliance with such provision, basket or threshold hereunder, shall be deemed to be the date (x) the definitive agreement for such Limited Condition Transaction is entered into or (y) in the case of a redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock, irrevocable notice thereof is given, as applicable (the “LCT Test Date”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred as of the first day of the applicable period of measurement ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such provision, basket or threshold, such provision, basket or threshold shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election for any Limited Condition Transaction and any of the provisions, baskets or thresholds for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any applicable ratio, metric, basket or threshold, including due to fluctuations in exchange rates or in EBITDA or Total Assets of the Borrower or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such ratios, metrics, baskets or thresholds will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of making determining compliance of the computation referred to aboverelevant transaction or action with such provisions, if baskets or thresholds. If the Borrower has made an LCT Election for any Investments (including the Transactions)Limited Condition Transaction, brand acquisitionsthen in connection with any subsequent calculation of any ratio, Dispositions metric, basket or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent threshold with respect to the commencement Incurrence or Discharge of Indebtedness or Liens, or the making of Investments, Restricted Payments, Asset Sales, mergers, the conveyance, lease or other transfer of all or substantially all of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning assets of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any the designation of its Restricted Subsidiaries since an Unrestricted Subsidiary on or following the beginning relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction (if an acquisition or Investment) is terminated or expires without consummation of such period shall have made Limited Condition Transaction, any Investmentsuch ratio, brand acquisitions metric, basket or Disposition that would have required adjustment pursuant to this provision, then such calculation threshold shall be made giving pro forma effect thereto for calculated on a Pro Forma Basis assuming such Test Period as if such Investment, brand acquisitions Limited Condition Transaction and other transactions in connection therewith (including any Incurrence or Disposition had occurred at Discharge of Indebtedness and Liens and the beginning use of the applicable Test Periodproceeds thereof) have been consummated.

Pro Forma Calculations. (ia) Any calculation to be determined on a “pro forma” basis, after giving “pro forma” effect to certain transactions or pursuant to words For purposes of similar import and (ii) calculating the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage RatioConsolidated Net Leverage Ratio for any purpose hereunder (including Permitted Acquisitions, in each casePermitted Restricted Payments, Section 2.1(d) and Section 8.7), such calculations shall be made on a pro forma basis as follows: (i) Consolidated Funded Indebtedness shall be calculated as follows on the relevant date of measurement of the Consolidated Net Leverage Ratio (subject whether the last day of a Fiscal Quarter or the date of a transaction with respect to the provisions of Section 1.2): (a) for purposes of making the computation referred to abovewhich pro forma compliance is required), but in the case of measurement in connection with any event that hereunder (and not for periodic compliance with the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”financial covenants under Section 8.7), then such calculation shall be made giving pro forma effect to all Indebtedness to be incurred or repaid on such incurrencedate (whether in connection with a Specified Transaction, assumptiona Permitted Restricted Payment, guaranteean increase of the Aggregate Commitments or the addition of an additional Term Loan pursuant to Section 2.1(d), redemption, retirement, defeasance or extinguishment any other transaction for which pro forma compliance is being measured) and in the case of Indebtedness any such computation in connection with any increase or entry into, termination or cancellation additional Term Loan pursuant to Section 2.1(d) the entire amount of such Qualified Contract increase and/or additional Term Loan shall be assumed to be drawn; (other than the completion thereof in accordance with its termsii) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts Consolidated EBITDA shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges be calculated for the computation period of four Fiscal Quarters most recently ended for which financial statements have been (or in the Consolidated Net First Lien Leverage Ratiocase of any periodic financial covenant compliance, Consolidated Net Secured Leverage Ratioare being) delivered, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken but giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with the Specified Transaction for which such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are measurement is being made (or committed if any) and all other Specified Transactions (if any) that have occurred (A) during the period in respect of which such calculations are required to be made pursuant to a definitive agreementor (B) subsequent to the commencement of the such period for which such calculation is being made but on or and prior to or simultaneously with the relevant Calculation Date, then event for which the pro forma calculation of either such ratio is being made (in the case of such calculation being made for a Specified Transaction, Permitted Restricted Payment, increase in the Aggregate Commitments or the addition of an additional Term Loan pursuant to Section 2.1(d) or other event, and not for periodic covenant compliance pursuant to Section 8.7), in each case by assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the period of (b) Whenever any financial covenant is to be computed on a pro forma basis hereunder, the pro forma calculations shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions in good faith by an Authorized Officer and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistentreasonably acceptable to the Administrative Agent, where applicablesubject, in the case of any Permitted Acquisition, to the Administrative Agent’s receipt of financial statements or other financial data with respect to the acquired Person or business reasonably acceptable to the Administrative Agent, including (i) the most recent financial statements with respect to the acquired Person or business prepared by such acquired Person or the seller thereof and (ii) to the extent available, the most recent audited and interim unaudited financial statements with respect to the acquired Person. (c) If at any time the Borrower has made an LCA Election to test a financial ratio test or condition at the time of the execution and delivery of the purchase agreement related to such Limited Condition Acquisition, then in connection with any subsequent calculation of any of the Consolidated Net Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio for any purpose under this Agreement (including any basket, measurement, or for purposes of Section 8.7) following the relevant date of execution of the definitive agreement with respect to such Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial covenant shall be required to be satisfied both (x) on a pro forma basis hereunder assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness and assuming any cash intended, by the anticipated sources and uses, to consummate such Limited Condition Acquisition has so been used (and thus is not netted in calculating the Consolidated Net Leverage Ratio)) have been consummated (with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any InvestmentLeverage Ratio as adjusted, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investmentproposed Limited Condition Acquisition will constitute a Material Acquisition, brand acquisitions or Disposition had occurred at for a permitted and notified Consolidated Net Leverage Ratio Increase to the beginning of the applicable Test Periodextent permitted by Section 8.7(a) with respect to such Material Acquisition) and (y) assuming such Limited Condition Acquisition and such other transactions in connection therewith have not been consummated.

Pro Forma Calculations. (ia) Any calculation Solely for purposes of determining (x) compliance with the financial maintenance covenants set forth in Section 6.13 and (y) whether any action is otherwise permitted to be determined on a “pro forma” basistaken hereunder, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Total Leverage Ratio, the Consolidated Total Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Consolidated Interest Coverage Ratio, in each case, Ratio shall be calculated as follows (subject to the provisions of Section 1.2):follows: (ai) for purposes of making the computation referred to above, in the event that the US Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than during the completion thereof in accordance with its terms, subsequent to the commencement of the period Test Period for which such ratio is being calculated but (or, in the case of clause (y) above, subsequent to the Test Period for which such ratio is being calculated and on or prior to or substantially concurrently simultaneously with or for the purpose of the event for which the calculation of such ratio is made (the date of such subsequent calculation, a “Ratio Calculation Date”)), then such calculation ratio shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of such Test Period; provided that (x) if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable Test Period; provided, Period for purposes of this calculation determined by utilizing the rate that the aggregate amount of revenues (and related assets) included is or would be in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) effect with respect to Qualified Contracts such Indebtedness at the relevant date of determination (taking into account any interest rate hedging arrangements applicable to such Indebtedness), (y) interest on any obligations with respect to Capital Leases shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Consolidated Net First Lien Leverage RatioUS Borrower to be the rate of interest implicit in such obligation in accordance with GAAP and (z) interest on any Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio a London interbank offered rate or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, other rate shall be Consolidated Net First Lien Leveragedetermined to have been based upon the rate actually chosen, Consolidated Net Secured Leverageor, Consolidated Net Total Leverage if none was so chosen, then based upon such optional rate as the US Borrower or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such eventRestricted Subsidiary may designate; and (bii) if any Specified Transactions are consummated by the US Borrower or any of its Restricted Subsidiaries during the Test Period for purposes which such ratio is being calculated (or, in the case of making the computation referred to clause (y) above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period Test Period for which such calculation ratio is being made but calculated and on or prior to or simultaneously with the relevant Ratio Calculation Date), then Consolidated Adjusted EBITDA shall be calculated on a pro forma basis, assuming that all such calculation Specified Transactions had occurred on the first day of such Test Period. (b) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the US Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions and synergies projected by the US Borrower in good faith to result from actions taken, committed to be taken or expected in good faith to be reasonably expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, 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), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings, operating expense reductions and synergies are reasonably identifiable, factually supportable and supported by an officer’s certificate delivered to the Administrative Agent; provided further that any increase in Consolidated Adjusted EBITDA as a result of cost savings, operating expense reductions and synergies (other than those of the type that would be permitted to be included in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act), when taken together with all adjustments made in clause (a)(vi) of the definition of “Consolidated Adjusted EBITDA”, shall not exceed 15% of Consolidated Adjusted EBITDA (determined prior to giving effect to such increase) in any period of four consecutive fiscal quarters of the US Borrower and shall be subject to the limitations set forth in the definition of “Consolidated Adjusted EBITDA”. (c) Notwithstanding anything to the contrary in this Agreement, solely for the purpose of (i) measuring the relevant financial ratios and basket availability with respect to the incurrence of any Indebtedness (including any Incremental Loans or Incremental Commitments) or Liens or the making of any Investments, Restricted Payments, prepayments of Junior Indebtedness or Dispositions or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries or (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition, if the US Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be, at the election of the US Borrower, either (x) the date on which the definitive agreements for such Limited Condition Acquisition are entered into or (y) the date on which such Limited Condition Acquisition is consummated (the “LCA Test Date”), and if, after giving pro forma effect to such Investments, brand acquisitions, Dispositions the Limited Condition Acquisition and designations the other transactions to be entered into in connection therewith as if the same they had occurred at the beginning of the applicable most recent Test Period ending prior to the LCA Test Date, the US Borrower could have taken such action on the relevant LCA Test Date in compliance with such financial ratio, basket, representation or warranty, such financial ratio, basket, representation or warranty shall be deemed to have been complied with; provided that, in connection with any Permitted Acquisition for which an LCA Election has been made, it shall be a manner consistentcondition to the consummation of such Permitted Acquisition that, where applicableas of the date of such consummation, no Event of Default under clause (a), (f) or (g) of Section 7.01 has occurred and is continuing or would result therefrom. If the US Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial ratio or basket availability on or following the relevant LCA Test 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 Limited Condition Acquisition, any such financial ratio or basket availability shall be required to be satisfied on a pro forma adjustments set forth basis (A) assuming such Limited Condition Acquisition and other transactions in clause connection therewith (nincluding any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (B) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the definition use of “Consolidated EBITDA” and clause proceeds thereof) have not been consummated. For the avoidance of doubt, notwithstanding anything in this Section 1.08 to the contrary, the requirements of Section 4.02 are required to be satisfied in connection with any Credit Extension (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged except as expressly provided in Section 2.26 in connection with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Periodan Incremental Commitment).

Pro Forma Calculations. (ia) Any calculation to be determined on a “pro forma” basisFor purposes of determining the Interest Coverage Ratio, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Total Net First Lien Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of such ratios), Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, the incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), acquisitions, dispositions, mergers, amalgamations, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by WS or any of the Restricted Subsidiaries during a Test Period or subsequent to such Test Period and on or prior to the date that the Interest Coverage Ratio, the Total Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, Assets and the Financial Covenant Consolidated Fixed Charge Coverage Ratio is being tested shall be calculated on a pro forma basis assuming that all such Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, dispositions, mergers, amalgamations consolidations and disposed operations (and, for the avoidance of doubt, the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the Test Period; provided, that, in the case of Dividends described in clause (y) of the definition “Dividends” and Unfinanced Capital Expenditures, to the extent that any such anticipated Dividends or Unfinanced Capital Expenditures (as applicable) to be made in any given period are, in the good faith judgment of the Administrative Borrower, lower than historical or previously budgeted amounts for such Dividends and Unfinanced Capital Expenditures (as applicable), pro forma effect is to be given with respect to the entire Test Period taking into account the newly anticipated amounts of such Dividends and Unfinanced Capital Expenditures (as applicable) in each case, as reasonably determined by a responsible financial or accounting officer of the Administrative Borrower; provided, further, that, notwithstanding the immediately preceding proviso, to the extent that any such Dividends that were actually made in any given period are greater than historical or previously budgeted or anticipated amounts for such Dividends, any such difference between any such Dividends that were actually made in such given period and historical or previously budgeted or anticipated amounts for such Dividends shall be taken into account for purposes of determining the Consolidated Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (immediately succeeding Test Period by including the Transactions), brand acquisitions, Dispositions difference between such historical or designations of Unrestricted Subsidiaries previously budgeted or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which anticipated amounts and such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then actual amounts in such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”calculations. If since the beginning of such period Test Period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the Borrower WS or any of its the Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions Dividends, prepayments, repurchases, redemptions or Disposition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation that would have required adjustment pursuant to this provisionthe preceding sentence, then the Interest Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of such calculation ratios) shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions Dividends, prepayments, repurchases, redemptions or Disposition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the applicable Test Period. (b) Whenever pro forma effect is to be given with respect to a transaction or specified action, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Administrative Borrower and shall be made in accordance with Article 11 of Regulation S-X. In addition to pro forma adjustments made in accordance with Article 11 of Regulation S-X, pro forma calculations may also include operating expense reductions and operating improvements or synergies for such period resulting from any asset sale or other disposition or acquisition, Investment, merger, amalgamation, consolidation, discontinued operation, cost savings initiatives, operating improvements and changes or business optimization and other restructuring and integration activities for which pro forma effect is being given that (A) have been realized or (B) for which specified actions have been taken or are reasonably expected to be taken within twenty-four (24) months of the date of such transaction; provided, that (w) any pro forma adjustments made pursuant to this sentence shall be set forth in Compliance Certificates of the Administrative Borrower delivered to Agent pursuant to Section 9.1.1(d) and, to the extent required hereunder, in any certificate required to be delivered under the definition of Payment Condition, (x) such operating expense reductions, operating improvements or synergies are reasonably identifiable and quantifiable in the good faith judgment of the Administrative Borrower, (y) no operating expense reductions, operating improvements or synergies shall be given pro forma effect to the extent duplicative of any expenses or charges relating to such operating expense reductions, operating improvements or synergies that are added back pursuant to the definition of Consolidated EBITDA, and (z) operating expense reductions, operating improvements or synergies given pro forma effect shall not include any operating expense reductions, operating improvements or synergies related to the combination of the operation of any Person, property, business or asset acquired, including pursuant to the Transactions or pursuant to a transaction consummated prior to the Closing Date, and subsequently so disposed of. Such pro forma adjustments may be in addition to (but not duplicative of) adjustments to Consolidated Net Income and addbacks to Consolidated EBITDA; provided, that the sum of (i) the aggregate amount of operating expense reductions, operating improvements and synergies pursuant to this Section 1.7(b), plus (ii) the aggregate amount of increases to Consolidated EBITDA pursuant to clause (h) of the definition thereof shall not exceed 20% of Consolidated EBITDA for any four consecutive fiscal quarter period (calculated prior to giving effect to such adjustments). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date that Consolidated EBITDA is being tested had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Administrative Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, any rate based on SOFR, SXXXX, EURIBOR, Canadian BA Rate or any Successor 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 Administrative Borrower may designate.

Pro Forma Calculations. (ia) Any calculation to be determined on a “pro forma” basisFor purposes of determining the Interest Coverage Ratio, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Total Net First Lien Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of such ratios), Investments, Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, the incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), acquisitions, dispositions, mergers, amalgamations, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by WS International or any of the Restricted Subsidiaries during a Test Period or subsequent to such Test Period and on or prior to the date that the Interest Coverage Ratio, the Total Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, Assets and the Financial Covenant Consolidated Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, is being tested shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels on a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, basis assuming that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to all such Investments, brand Dividends, prepayments, repurchases, redemptions or defeasance of Indebtedness, acquisitions, Dispositions dispositions, mergers, amalgamations consolidations and designations as if disposed operations (and, for the same avoidance of doubt, the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”Period. If since the beginning of such period Test Period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the Borrower WS International or any of its the Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions Dividends, prepayments, repurchases, redemptions or Disposition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation that would have required adjustment pursuant to this provisionthe preceding sentence, then the Interest Coverage Ratio, the Total Net Leverage Ratio, the Consolidated Total Assets and the Consolidated Fixed Charge Coverage Ratio (including Consolidated EBITDA and the other components of such calculation ratios) shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions Dividends, prepayments, repurchases, redemptions or Disposition defeasance of Indebtedness, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning of the applicable Test Period. (b) Whenever pro forma effect is to be given with respect to a transaction or specified action, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Administrative Borrower and shall be made in accordance with Article 11 of Regulation S-X. In addition to pro forma adjustments made in accordance with Article 11 of Regulation S-X, pro forma calculations may also include operating expense reductions and operating improvements or synergies for such period resulting from any asset sale or other disposition or acquisition, Investment, merger, amalgamation, consolidation, discontinued operation, cost savings initiatives, operating improvements and changes or business optimization and other restructuring and integration activities for which pro forma effect is being given that (A) have been realized or (B) for which specified actions have been taken or are reasonably expected to be taken within twenty-four (24) months of the date of such transaction; provided, that (w) any pro forma adjustments made pursuant to this sentence shall be set forth in Compliance Certificates of the Administrative Borrower delivered to Agent pursuant to Section 9.1.1(d) and, to the extent required hereunder, in any certificate required to be delivered under the definition of Payment Condition, (x) such operating expense reductions, operating improvements or synergies are reasonably identifiable and quantifiable in the good faith judgment of the Administrative Borrower, (y) no operating expense reductions, operating improvements or synergies shall be given pro forma effect to the extent duplicative of any expenses or charges relating to such operating expense reductions, operating improvements or synergies that are added back pursuant to the definition of Consolidated EBITDA, and (z) operating expense reductions, operating improvements or synergies given pro forma effect shall not include any operating expense reductions, operating improvements or synergies related to the combination of the operation of any Person, property, business or asset acquired, including pursuant to the Transactions or pursuant to a transaction consummated prior to the Closing Date, and subsequently so disposed of. Such pro forma adjustments may be in addition to (but not duplicative of) adjustments to Consolidated Net Income and addbacks to Consolidated EBITDA; provided, that the sum of (i) the aggregate amount of operating expense reductions, operating improvements and synergies pursuant to this Section 1.7(b), plus (ii) the aggregate amount of increases to Consolidated EBITDA pursuant to clause (h) of the definition thereof shall not exceed 20% of Consolidated EBITDA for any four consecutive fiscal quarter period (calculated prior to giving effect to such adjustments). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date that Consolidated EBITDA is being tested had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Administrative Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a 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 Administrative Borrower may designate.

Pro Forma Calculations. (ia) Any calculation Solely for purposes of determining (x) compliance with the financial maintenance covenants set forth in Section 6.13) and (y) whether any action is otherwise permitted to be determined on a “pro forma” basistaken hereunder, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Total Leverage Ratio, the Consolidated Total Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Consolidated Interest Coverage Ratio, in each case, Ratio shall be calculated as follows (subject to the provisions of Section 1.2):follows: (ai) for purposes of making the computation referred to above, in the event that the US Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than during the completion thereof in accordance with its terms, subsequent to the commencement of the period Test Period for which such ratio is being calculated but (or, in the case of clause (y) above, subsequent to the Test Period for which such ratio is being calculated and on or prior to or substantially concurrently simultaneously with or for the purpose of the event for which the calculation of such ratio is made (the date of such subsequent calculation, a “Ratio Calculation Date”)), then such calculation ratio shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of such Test Period; provided that (x) if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable Test Period; provided, Period for purposes of this calculation determined by utilizing the rate that the aggregate amount of revenues (and related assets) included is or would be in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) effect with respect to Qualified Contracts such Indebtedness at the relevant date of determination (taking into account any interest rate hedging arrangements applicable to such Indebtedness), (y) interest on any obligations with respect to Capital Leases shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Consolidated Net First Lien Leverage RatioUS Borrower to be the rate of interest implicit in such obligation in accordance with GAAP and (z) interest on any Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio a London interbank offered rate or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, other rate shall be Consolidated Net First Lien Leveragedetermined to have been based upon the rate actually chosen, Consolidated Net Secured Leverageor, Consolidated Net Total Leverage if none was so chosen, then based upon such optional rate as the US Borrower or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such eventRestricted Subsidiary may designate; and (bii) if any Specified Transactions are consummated by the US Borrower or any of its Restricted Subsidiaries during the Test Period for purposes which such ratio is being calculated (or, in the case of making the computation referred to clause (y) above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period Test Period for which such calculation ratio is being made but calculated and on or prior to or simultaneously with the relevant Ratio Calculation Date), then Consolidated Adjusted EBITDA shall be calculated on a pro forma basis, assuming that all such calculation Specified Transactions had occurred on the first day of such Test Period. (b) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the US Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions and synergies projected by the US Borrower in good faith to result from actions taken, committed to be taken or expected in good faith to be reasonably expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, 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), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings, operating expense reductions and synergies are reasonably identifiable, factually supportable and supported by an officer’s certificate delivered to the Administrative Agent; provided further that any increase in Consolidated Adjusted EBITDA as a result of cost savings, operating expense reductions and synergies (other than those of the type that would be permitted to be included in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act), when taken together with all adjustments made in clause (a)(vi) of the definition of “Consolidated Adjusted EBITDA”, shall not exceed 15% of Consolidated Adjusted EBITDA (determined prior to giving effect to such increase) in any period of four consecutive fiscal quarters of the US Borrower and shall be subject to the limitations set forth in the definition of “Consolidated Adjusted EBITDA”. (c) Notwithstanding anything to the contrary in this Agreement, solely for the purpose of (i) measuring the relevant financial ratios and basket availability with respect to the incurrence of any Indebtedness (including any Incremental Loans or Incremental Commitments) or Liens or the making of any Investments, Restricted Payments, prepayments of Junior Indebtedness or Dispositions or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries or (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition, if the US Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be, at the election of the US Borrower, either (x) the date on which the definitive agreements for such Limited Condition Acquisition are entered into or (y) the date on which such Limited Condition Acquisition is consummated (the “LCA Test Date”), and if, after giving pro forma effect to such Investments, brand acquisitions, Dispositions the Limited Condition Acquisition and designations the other transactions to be entered into in connection therewith as if the same they had occurred at the beginning of the applicable most recent Test Period ending prior to the LCA Test Date, the US Borrower could have taken such action on the relevant LCA Test Date in compliance with such financial ratio, basket, representation or warranty, such financial ratio, basket, representation or warranty shall be deemed to have been complied with; provided that, in connection with any Permitted Acquisition for which an LCA Election has been made, it shall be a manner consistentcondition to the consummation of such Permitted Acquisition that, where applicableas of the date of such consummation, no Event of Default under clause (a), (f) or (g) of Section 7.01 has occurred and is continuing or would result therefrom. If the US Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial ratio or basket availability on or following the relevant LCA Test 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 Limited Condition Acquisition, any such financial ratio or basket availability shall be required to be satisfied on a pro forma adjustments set forth basis (A) assuming such Limited Condition Acquisition and other transactions in clause connection therewith (nincluding any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (B) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the definition use of “Consolidated EBITDA” and clause proceeds thereof) have not been consummated. For the avoidance of doubt, notwithstanding anything in this Section 1.08 to the contrary, the requirements of Section 4.02 are required to be satisfied in connection with any Credit Extension (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged except as expressly provided in Section 2.26 in connection with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Periodan Incremental Commitment).

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything 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 Net First Lien Leverage Ratiocontrary herein, the Consolidated Net Secured Leverage RatioRatio and the Total Leverage Ratio shall be calculated in the manner prescribed by this Section; provided that, when calculating the Total Leverage Ratio for purposes of actual compliance with Section 6.10 (as opposed to a pro forma calculation in accordance with Section 6.10 for purposes of another provision), the Consolidated Net events described in Section 1.03(b), 1.03(c) and 1.03(d) below that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (b) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage RatioSpecified Transactions that have been completed by Holdings, in each case, shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its the other Restricted Subsidiaries during the applicable Test Period or subsequent to the end of such Test Period, and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being made, shall be included on a pro forma basis assuming that all such Specified Transactions had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Holdings, the Borrower or any other Restricted Subsidiary since the beginning of such Test Period shall have completed any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) In the event that Holdings, the Borrower or any other Restricted Subsidiary incurs, assumes, guaranteesGuarantees, redeems, retiresrepays, defeases retires or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, included in the definition of Total Debt (other than Indebtedness incurred or repaid under any revolving credit facility unless all such Indebtedness has been permanently repaid and the completion thereof in accordance with its termscommitments to further extensions thereunder terminated), subsequent to the commencement end of the period for Test Period with regard to which the Secured Leverage Ratio and the Total Leverage Ratio is being calculated, and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being calculated but on or prior to or substantially concurrently with or for made, the purpose of Secured Leverage Ratio and the event for which the calculation is made (a “Calculation Date”), then such calculation Total Leverage Ratio shall be made calculated giving pro forma effect to such incurrence, assumption, guaranteeGuarantee, redemption, retirementrepayment, defeasance retirement or extinguishment of Indebtedness or entry intoand the resulting proceeds therefrom, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at on the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning last day of the applicable Test Period. (d) All pro forma calculations permitted or required to be made by Holdings, the Borrower or any other Restricted Subsidiary pursuant to this Agreement shall include only (i) those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, and (ii) pro forma adjustments for the amount of cost savings, operating expense reductions and other operating improvements relating to Specified Transactions that are reasonably identifiable, factually supportable and projected by Holdings in good faith to be realized within 12 months of the date of such Specified Transaction as a result of actions taken, committed to be taken or expected to be taken prior to or during such 12 month period; provided that in each case (x) all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer, using, for purposes of making such calculations, the historical financial statements of Holdings (and, to the extent the applicable Test Period begins earlier than July 24, 2013, of DRP), which shall be reformulated as if such cost savings, operating expense reductions and other operating improvements had been achieved on or prior to the first day of such period and (y) such cost savings, operating expense reductions and other operating improvements shall be added to Adjusted EBITDA to the extent not actually realized and calculated on a pro forma basis as though such cost savings, operating expense reductions and other operating improvements had been realized on the first day of the relevant period; provided, further that the aggregate amount added to or included in Adjusted EBITDA pursuant to clause (ii) above for any period of four consecutive fiscal quarters shall not exceed an amount equal to 15% of Adjusted EBITDA (such Adjusted EBITDA being calculated before giving effect to any pro forma adjustments described in clauses (ii) above).

Pro Forma Calculations. (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 Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2): (a) 10. for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) 11. for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that US-DOCS\123668313.8 subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Period.

Pro Forma Calculations. (i) Any calculation For purposes of determining whether any action is otherwise permitted to be determined on a “pro forma” basistaken hereunder, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Total Net First Lien Leverage Ratio, the Consolidated Senior Secured Net Secured Leverage Ratio, the Consolidated Net Ratio and Total Leverage Ratio, the Financial Covenant Fixed Charge Interest Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2):follows: (a) for purposes of making the computation referred to above, in In the event that the Borrower or any of its Restricted Subsidiaries Subsidiary (i) incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates (ii) issues or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, redeems 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 substantially concurrently simultaneously with or for the purpose of the event for which the calculation of such ratio is made (a “Ratio Calculation Date”), then such calculation ratio shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness Indebtedness, or entry intosuch issuance or redemption of Disqualified Stock or Preferred Stock, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; andfour-quarter period. (b) for For purposes of making the computation referred to above, if any Investments Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (including the Transactionsas determined in accordance with GAAP), brand acquisitions, Dispositions or designations in each case with respect to an operating unit of Unrestricted Subsidiaries or Restricted Subsidiaries are a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to the commencement of the such reference period for which such calculation is being made but and on or prior to or simultaneously with the relevant Ratio Calculation Date, then and other operational changes that the Borrower or any of its Restricted Subsidiaries has made during the four-quarter reference period or subsequent to such calculation reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be made giving calculated on a pro forma effect to basis in accordance with GAAP assuming that all such Investments, brand acquisitions, Dispositions dispositions, mergers, amalgamations, consolidations, discontinued operations and designations as if the same other operational changes had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”four- quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or Disposition operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this provisiondefinition, then such calculation ratio shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions acquisition, disposition, merger, consolidation, discontinued operation or Disposition operational change had occurred at the beginning of the applicable Test Periodfour-quarter period. (c) For purposes of this Section 1.08, whenever pro forma effect is to be given to any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower as set forth in an Officer’s Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); provided that such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and otherwise comply with the limitations set forth in the definition of “EBITDA”. (d) Interest on a Capitalized Lease Obligation shall be deemed to accrue at the interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a 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 Borrower may designate.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything 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 Net First Lien Leverage Ratiocontrary herein, the Consolidated Net Secured Total Leverage Ratio, Ratio shall be calculated in the Consolidated Net manner prescribed by this Section 1.4. When calculating the Total Leverage Ratio, any events described in this Section 1.4 that occurred subsequent to the Financial Covenant Fixed Charge Coverage Ratio and end of the Fixed Charge Coverage applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio, in each case, Subject Transactions (other than any incurrence or repayment of any Indebtedness) that have been made during the applicable Test Period shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels on a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect basis assuming that all such Subject Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its termsany Subject Transaction) as if the same had occurred at on the beginning first day of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any applicable Test Period any Person that subsequently became a Restricted Subsidiary of the Issuer or was merged merged, amalgamated or consolidated with or into any Subsidiary of the Borrower or any of its Restricted Subsidiaries Issuer since the beginning of such period Test Period shall have made any Investment, brand acquisitions or Disposition Subject Transaction that would have required adjustment pursuant to this provisionSection 1.4, then such calculation the Total Leverage Ratio shall be made calculated to give pro forma effect thereto in accordance with this Section 1.4. (c) In the event that the Issuer 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 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 the Total Leverage Ratio shall be calculated giving pro forma effect thereto for to such Test Period incurrence or repayment of Indebtedness, to the extent required, as if such Investment, brand acquisitions or Disposition the same had occurred at on the beginning last day of the applicable Test Period. (d) Pro forma calculations made pursuant to this Section 1.4 shall be made in good faith by an Authorized Officer of Holdings.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything to be determined on a “pro forma” basisthe contrary herein, after giving “pro forma” effect to certain transactions or pursuant to words financial ratios and tests (including any determination of similar import and (ii) the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each caseMaximum Loan Amount at any time), shall be calculated as follows (subject to in the provisions of manner prescribed by this Section 1.2):1.4. (ab) for purposes of making the computation referred to above, in In the event that the Borrower or any of its Restricted Subsidiaries Loan Party incurs, assumes, guarantees, repays, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period Quarterly Calculation Period for which such ratio any Leverage Ratio or DSCR (each, a “Ratio”) is being calculated but on or prior to or substantially concurrently simultaneously with or for the purpose of the event for which the calculation of the applicable Ratio is made (a the “Ratio Calculation Date”), then such calculation the applicable Ratio shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness or entry intoIndebtedness, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at on the beginning last day of the applicable Test Quarterly Calculation Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and. (bc) for For purposes of making the computation referred to above, if any Investments (including the Transactions)investments, brand acquisitions, Dispositions dispositions, mergers, consolidations, Fiber Network Asset Transfers and Retained Collections Contributions made during the Quarterly Calculation Period or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but Uniti – Bridge Loan and Security Agreement Quarterly Calculation Period and on or prior to or simultaneously with the relevant Ratio Calculation DateDate shall be calculated on a pro forma basis in accordance with GAAP (except as set forth in the last sentence of clause (d) below) assuming that all such investments, acquisitions, dispositions, mergers, consolidations, Fiber Network Asset Transfers and Retained Collections Contributions (and the change in any associated fixed charge obligations and the change in Aggregate Annualized Run Rate Revenue resulting therefrom had occurred on the first day of the Quarterly Calculation Period. If since the beginning of such Quarterly Calculation Period any Person that subsequently became a Loan Party or was merged with or into any Loan Party since the beginning of such Quarterly Calculation Period shall have made any investment, acquisition, disposition, merger, consolidation, Fiber Network Asset Transfers and Retained Collections Contributions, in each case that would have required adjustment pursuant to this Section 1.4, then such calculation the applicable Ratio shall be made calculated giving pro forma effect to thereto for such Investments, brand acquisitions, Dispositions and designations Quarterly Calculation Period as if such investment, acquisition, disposition, merger, consolidation, Fiber Network Asset Transfers and Retained Collections Contributions (and the same change in any associated fixed charge obligations and the change in Aggregate Annualized Run Rate Revenue resulting therefrom) had occurred at the beginning of the applicable Test Period in Quarterly Calculation Period. (d) For purposes of making the computation referred to above, whenever pro forma effect is to be given to a manner consistenttransaction, where applicable, with the pro forma adjustments set forth calculations shall be made in clause (n) good faith by a responsible financial or accounting officer of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or the Manager on its behalf. If any Indebtedness bears a floating rate of its Restricted Subsidiaries since interest and is being given pro forma effect, the beginning interest on such Indebtedness shall be calculated as if the rate in effect on the Ratio Calculation Date had been the applicable rate for the entire Quarterly Calculation Period (taking into account any Swap Obligations or the Interest Rate Protection Agreement applicable to such Indebtedness); provided that in the case of repayment of any Indebtedness to the extent actual interest related thereto was included during all or any portion of the applicable Quarterly Calculation Period, the actual interest may be used for the applicable portion of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant Quarterly Calculation Period and to this provision, then such calculation shall be made giving give pro forma effect thereto for to such Test Period repayment. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar 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 if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test PeriodBorrower may designate.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything to be determined on a “pro forma” basisthe contrary herein, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net First Lien Senior Secured Leverage Ratio, the Consolidated Net Secured Total Leverage Ratio, the Consolidated Net Total Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section 1.5; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.5, when calculating the Consolidated Net Senior Secured Leverage Ratio for the purposes of (i) the ECF Percentage of Excess Cash Flow, (ii) determining actual compliance (not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant and (iii) determining the Applicable Margin, the events described in this Section 1.5 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Consolidated Senior Secured Leverage Ratio, the Financial Covenant Fixed Charge Coverage Consolidated Total Leverage Ratio, the Consolidated Net Total Leverage Ratio and the Fixed Charge Coverage Consolidated Net Senior Secured Leverage Ratio, in each case, shall be calculated as follows Pro Forma Transactions (subject to and the provisions incurrence or repayment of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, (ii) subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or substantially concurrently simultaneously with or for the purpose of the event for which the calculation of any such ratio is made (a “Calculation Date”), then such calculation shall be made giving calculated on a pro forma effect basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its termsany Pro Forma Transaction) as if the same had occurred at on the beginning first day of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such 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 of its Restricted Subsidiaries since the beginning of such period Test Period shall have made any Investment, brand acquisitions or Disposition Pro Forma Transaction that would have required adjustment pursuant to this provisionSection 1.5, then such calculation the Consolidated Senior Secured Ratio, the Consolidated Total Leverage Ratio, the Consolidated Net Total Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio shall be made giving calculated to give pro forma effect thereto in accordance with this Section 1.5. (c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower and include, without duplication, (i) the EBITDA (as determined in good faith by the Borrower) of any Person or line of business acquired or disposed of and (ii) the “run-rate” (i.e., the full recurring benefit for a period associated with an action taken or expected to be taken) amount of cost savings, operating expense reductions, other operating improvements and synergies resulting from such Pro Forma Transaction that are certified by such Responsible Officer of the Borrower to the Administrative Agent as being (i) factually supportable and reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions and (ii) reasonably anticipated to be realized within twelve months after the closing date of such Pro Forma Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of the relevant Test Period as if such Investmentcost savings, brand acquisitions operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions. (d) In the event that the Borrower or Disposition any Restricted Subsidiary (i) incurs (including by assumption or guarantees) or (ii) repays, redeems, defeases, retires, extinguishes or is released from or otherwise no longer obligated in respect of (each, a “Repayment”), any Indebtedness included in the calculations of the Consolidated Senior Secured Leverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated Net Total Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Senior Secured Leverage Ratio, the Consolidated Total Leverage Ratio, the Consolidated Net Total Leverage Ratio and the Consolidated Net Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence or Repayment of Indebtedness, to the extent required, as if the same had occurred at on the beginning last day of the applicable Test Period.

Pro Forma Calculations. (i) Any calculation For purposes of determining compliance with any provision hereunder or whether any action is otherwise permitted to be determined on a “pro forma” basistaken hereunder, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) EBITDA, the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Debt Ratio, the Consolidated Net Total First Lien Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, Total Assets shall be calculated as follows (subject to the provisions of Section 1.2any such calculation as so determined, a “Pro Forma Basis”): (a) for purposes of making the computation referred to above, in In the event that the Borrower or any of its Restricted Subsidiaries Subsidiary (i) incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates (ii) issues or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which such ratio or amount is being calculated but on or prior to or substantially concurrently simultaneously with or for the purpose of the event for which the calculation of such ratio or amount is made (a “Ratio Calculation Date”), then such calculation ratio or amount shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness Indebtedness, or entry intosuch issuance or redemption of Disqualified Stock or Preferred Stock, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; andfour-quarter period. (b) for For purposes of making the computation referred to above, if acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP) (each, a “Pro Forma Transaction”; and with any Investments event in clause (including the Transactionsa) above, a “Pro Forma Event”), brand acquisitions, Dispositions or designations in each case with respect to an operating unit of Unrestricted Subsidiaries or Restricted Subsidiaries are a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to the commencement of the such reference period for which such calculation is being made but and on or prior to or simultaneously with the relevant Ratio Calculation Date, then such calculation Date shall be made giving calculated on a pro forma effect to basis assuming that all such Investments, brand acquisitions, Dispositions and designations as if the same Pro Forma Events had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made undertaken any InvestmentPro Forma Event, brand acquisitions or Disposition in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this provisiondefinition, then such calculation ratio or amount shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions or Disposition Pro Forma Event had occurred at the beginning of the applicable Test Periodfour-quarter period. (c) For purposes of this Section 1.09, whenever pro forma effect is to be given to any Pro Forma Event, any calculation on a Pro Forma Basis shall be made in good faith by a responsible financial or accounting officer of the Borrower and, at the request of the Administrative Agent, set forth in an Officer’s Certificate. (d) For purposes of determining whether the incurrence, issuance or making of any Indebtedness, Disqualified Stock, Preferred Stock, Equity Interest, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation is permitted hereunder, Total Assets, the Consolidated Secured Debt Ratio and the Consolidated Leverage Ratio shall be determined at the time such Indebtedness, Disqualified Stock, Preferred Stock, Equity Interest, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation is incurred, issued or made, and no Default shall be deemed to have occurred solely as a result of a change in Total Assets, the Consolidated Secured Debt Ratio or the Consolidated Leverage Ratio, as applicable, occurring after the time such Indebtedness, Disqualified Stock, Preferred Stock, Equity Interest, Restricted Payment, Investment, acquisition, disposition, merger, amalgamation, consolidation or discontinued operation is incurred, issued or made.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything to be determined on a “pro forma” basisthe contrary herein, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net First Lien Leverage RatioEBITDA, the Consolidated Net First Lien Secured Leverage Ratio, the Consolidated Net Secured Leverage Ratio and the Consolidated Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06. (b) For purposes of calculating Consolidated EBITDA, the Consolidated First Lien Secured Leverage Ratio, the Consolidated Secured Leverage Ratio and the Consolidated Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio Specified Transactions (and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions incurrence or repayment of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than in connection therewith) that have been made (i) during the completion thereof in accordance with its terms, 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 substantially concurrently simultaneously with or for the purpose of the event for which the calculation of any such ratio is made (a “Calculation Date”), then such calculation shall be made giving calculated on a pro forma effect basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its termsany Specified Transaction) as if the same had occurred at on the beginning first day of the applicable Test Period. If, since the beginning of any applicable Test Period, any Person that subsequently became a Credit Party or was merged, amalgamated, or consolidated with or into a Credit Party 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 Consolidated EBITDA and the Consolidated First Lien Secured Leverage Ratio, the Consolidated Secured Leverage Ratio and the Consolidated Total Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.06. (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 Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions and synergies projected by Borrower in good faith to be realized as a result of specified actions taken or with respect to which steps have been initiated, or are reasonably expected to be initiated within fifteen (15) months of the closing date of such Specified Transaction (in the good faith determination of Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized during the entirety of the applicable period), net of the amount of actual benefits realized during such period from such actions; provided that, with respect to any such cost savings, operating expense reductions 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 steps have been initiated or taken) shall apply; provided, further, that the aggregate amount of revenues (and related assets) included in such pro forma calculation additions made to Consolidated EBITDA for any Test Period pursuant to this clause 1.3(a(c) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (nc) of the definition of “Consolidated EBITDA” shall not (i) exceed 20.0% of Consolidated EBITDA for such Test Period (after giving effect to this clause (c) and clause (oc) of the definition of “Consolidated Net IncomeEBITDA”. If since ) or (ii) be duplicative of one another. (d) In the beginning event that any Credit Party incurs (including by assumption or guarantees) or repays (including by redemption, repayment, prepayment, retirement, exchange or extinguishment) any Indebtedness included in the calculations of Consolidated EBITDA, the Consolidated First Lien Secured Leverage Ratio, the Consolidated Secured Leverage Ratio and the Consolidated Total Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period and/or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provisionratio is made, then such calculation Consolidated EBITDA, the Consolidated First Lien Secured Leverage Ratio, the Consolidated Secured Leverage Ratio and the Consolidated Total Leverage Ratio shall be made calculated giving pro forma effect thereto for to such Test Period incurrence or repayment of Indebtedness, to the extent required, as if such Investment, brand acquisitions or Disposition the same had occurred at on the beginning last day of the applicable Test PeriodPeriod in the case of Consolidated EBITDA, the Consolidated First Lien Secured Leverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio.

Pro Forma Calculations. (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 Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2): (a) for For purposes of making all financial calculations to determine any financial covenant ratios the computation referred compliance with which is required in connection with any Acquisition, Disposition, incurrence or repayment of Indebtedness, the making of any Investment or Restricted Payment or any other action or event described in this Agreement (x) any Disposition (and any related incurrence or repayment of Indebtedness) by the Borrower or its Restricted Subsidiaries, may, at the option of the Borrower upon notice to above, the Administrative Agent as indicated in the event that applicable Compliance Certificate, be deemed to have occurred on the first day of the applicable Measurement Period and (y) any Acquisition of any Target for which the Administrative Agent has received financial statements pursuant to Section 6.01(b) for less than 12 months by the Borrower or any of its Restricted Subsidiaries incurs(and any related incurrence or repayment of Indebtedness) which occurs during any applicable Measurement Period shall be deemed to have occurred on the first day of such Measurement Period, (ii) For purposes of determining the (A) Total Net Leverage Ratio and (B) First Lien Net Leverage Ratio, assumesConsolidated Funded Indebtedness shall be determined as of such date of determination after giving effect to the applicable proposed transaction, guaranteesand all other incurrence and repayments of Indebtedness on the same date or prior thereto (to the extent any such repayment is permitted by the Loan Documents), redeemsand (iii) Notwithstanding the foregoing clauses (i) and (ii), retires(A) any Disposition and Acquisition occurring as part of the same or related transactions shall be treated in a consistent manner, defeases (B) with respect to any financial covenant calculation, First Lien Net Leverage Ratio determination, Interest Coverage Ratio calculation, or extinguishes Total Net Leverage Ratio determination for interest rates or any Indebtedness other provision herein, each determination and calculation made with respect to such covenant shall include or enters intoexclude financial information in connection with Acquisitions and Dispositions in a consistent manner and (C) with respect to any period, terminates each financial covenant under Section 7.13 shall include or cancels exclude financial information in connection with Acquisitions and Dispositions in a Qualified Contract, other than the completion thereof consistent manner. (b) [Reserved]. (c) Any calculation required or permitted to be made on a pro forma basis in accordance with its termsclause (a) for any applicable Measurement Period (other than for purposes of calculating compliance with the financial covenants set forth in Section 7.13 and/or for purposes of calculating Total Net Leverage Ratio for purposes of determining the Applicable Rate), subsequent to the commencement of the period for shall take into account any transaction or event which has occurred after such ratio is being calculated but Measurement Period and on or prior to the date of such calculation. (d) Notwithstanding anything in this Agreement or substantially concurrently 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 for Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the purpose consummation of a Limited Condition Acquisition and the incurrence of any Indebtedness (and use of the event proceeds thereof) in connection therewith, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or the date of determination of such 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 (which election shall be made at any time on or prior to the date of the definitive agreements for which the calculation is made (a such Limited Condition Acquisition), an “Calculation DateLCA Election”), then be deemed to be the date the definitive agreements for such calculation shall be made Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness or entry into, termination or cancellation (including any Incremental Facility) and the use of such Qualified Contract (other than the completion thereof in accordance with its termsproceeds thereof) as if the same had they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with; provided that if financial statements for one or more subsequent fiscal quarters or fiscal years shall have become available and the Borrower has delivered such financial statements in accordance with Section 6.01, the Borrower may elect, in its sole discretion, to re-determine all such ratios or other provisions on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCA Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that Date for purposes of making such ratios or provisions. For the computation avoidance of doubt, if and after the Borrower has made an LCA Election for any Limited Condition Acquisition, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage EBITDA) at or Fixed Charges for prior to the computation consummation of the Consolidated Net First Lien Leverage Ratiorelevant Limited Condition Acquisition, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, such ratios and other provisions will not be deemed to have been exceeded as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as a result of such fluctuations solely for purposes of determining whether the date the relevant action is being taken giving pro forma effect to Limited Condition Acquisition and any redemption, retirement or extinguishment related Specified Transaction and/or incurrence of Indebtedness in connection therewith are permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (specifically excluding the determination of the Applicable Rate and/or calculation of the financial covenants set forth in Section 7.13) 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 event; and (b) Limited Condition Acquisition is consummated or the date that the definitive agreement for purposes such Limited Condition Acquisition is terminated or expires without consummation of making the computation referred to abovesuch Limited Condition Acquisition, if any Investments such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the Transactions), brand acquisitions, Dispositions or designations use of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to proceeds thereof) have been consummated except that Consolidated EBITDA and Consolidated Net Income of any target of such Limited Condition Acquisition shall not be made pursuant to a definitive agreement) subsequent to used in the commencement determination of the period relevant ratios and baskets for any purpose other than the incurrence test under which such calculation Limited Condition Acquisition is being made but on and such Indebtedness is being incurred unless and until such acquisition has closed. (e) Notwithstanding anything in this Agreement or prior in any Loan Document to or simultaneously the contrary, when calculating compliance with the relevant Calculation DateFirst Lien Net Leverage Ratio, then Total Net Leverage Ratio or any financial covenant in Section 7.13 with respect to any incurrence of Indebtedness permitted by this Agreement (including any Incremental Facility) or otherwise incurred in connection with any event or transaction permitted by this Agreement, such calculation shall be made determined (i) on a Pro Forma Basis after giving pro forma effect to (x) the incurrence of such Investments, brand acquisitions, Dispositions Indebtedness and designations as if the same had occurred at the beginning any related prepayment of Indebtedness and (y) any fixed dollar basket and (ii) excluding any proceeds of the applicable Test Period incurrence of any such Indebtedness in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) determination of the definition of “Consolidated EBITDA” unrestricted cash and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test PeriodCash Equivalents.

Pro Forma Calculations. (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 Net First Lien Leverage Ratio, the Consolidated Net Senior Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Consolidated Net Interest Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2):follows: (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries Subsidiary incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then except as otherwise set forth in clauses (d) and (e) below, such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, provided that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Senior Secured Leverage, Leverage or Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Senior Secured Leverage Ratio, Ratio or Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Senior Secured Leverage, Leverage or Consolidated Net Total Leverage or Fixed ChargesLeverage, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Senior Secured Leverage, Leverage or Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and; (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitionsInvestments, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously substantially concurrently with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (nj) of and the last proviso of the first sentence of the definition of “Consolidated EBITDA.” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions Investment or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions Investment or Disposition had occurred at the beginning of the applicable 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 first delivery of financial statements pursuant to Section 6.1, the Consolidated Net Senior Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio and the Consolidated Net Interest Coverage Ratio shall be determined based on the most recent financial statements of the Borrower that have been furnished pursuant to Section 5.1(n) below, and the levels for the Consolidated Net Total Leverage Ratio and the Consolidated Net Interest Coverage Ratio shall be the levels set forth in Sections 7.1(a) and (b) of this Agreement for the fiscal period ended June 30, 2019; (d) for purposes of calculating the principal amount of Indebtedness permitted to be incurred pursuant to either Section 2.25(a)(x) or Section 7.2(i)(i), in each case, in reliance on the definition of “Maximum Incremental Facilities Amount,” any pro forma calculation of the Consolidated Net Senior Secured Leverage Ratio shall not give effect to any other incurrence of Indebtedness on the date of determination pursuant to Section 2.25(a)(y) or any other clause or sub-clause of Section 7.2; (e) for purposes of calculating the amount of Liens permitted to be incurred pursuant to either (x) (solely with respect to Indebtedness incurred pursuant to Section 2.25(a)(x) in reliance on the definition of “Maximum Incremental Facilities Amount”) Section 7.3(h) or (y) (solely with respect to Indebtedness incurred pursuant to Section 7.2(i)(i) in reliance on the definition of “Maximum Incremental Facilities Amount”) Section 7.3(g), any pro forma calculation of the Consolidated Net Senior Secured Leverage Ratio shall not give effect to any other incurrence of Liens on the date of determination pursuant to any other clause or sub-clause of Section 7.3; and (f) for purposes of (x) determining compliance with any provision of this Agreement which requires pro forma compliance with the covenants set forth in Section 7.1 or pro forma calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Total Leverage Ratio or the Consolidated Net Interest Coverage Ratio or (y) testing baskets set forth in Section 7 of this Agreement (including baskets measured as a percentage of Consolidated EBITDA), in each case, solely for purposes of determining whether the incurrence of Indebtedness or Liens, or the making of Investments, Restricted Payments, fundamental changes under Section 7.4 or the designation of an Unrestricted Subsidiary, in each case necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Transaction is permitted (and, for the avoidance of doubt, not for purposes of determining actual quarterly compliance with the financial covenants set forth in Section 7.1), the date of determination shall, at the option of the Borrower, be the Limited Condition Transaction Test Date) after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable Test Period (in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (j) of and the last proviso of the first sentence of the definition of “Consolidated EBITDA”), and, for the avoidance of doubt, if any of such baskets or ratios are exceeded as a result of fluctuations in such ratio 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 or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if the Borrower has made such an election, in connection with the calculation of any basket or ratio availability with respect to the incurrence of Indebtedness or Liens, or the making of Investments, Restricted Payments, Dispositions, fundamental changes under Section 7.4 or the designation of an Unrestricted Subsidiary (excluding the financial covenants set forth in Section 7.1) on or following the date of such election and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction (or, if applicable, the notice or declaration of such Limited Condition Transaction) is terminated, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transactions and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated, except to the extent that such calculation would result in a lower Consolidated Net Senior Secured Leverage Ratio or Consolidated Net Total Leverage Ratio or a higher Consolidated Net Interest Coverage Ratio or larger basket, as applicable, than would apply if such calculation was made without giving Pro Forma Effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof); provided that notwithstanding the foregoing, when calculating the Consolidated Net Total Leverage Ratio or the Consolidated Net Interest Coverage Ratio, as applicable, for purposes of (i) determining the Applicable Margin, (ii) determining the Applicable Commitment Fee Rate and (iii) determining actual compliance (and not pro forma compliance or compliance on a pro forma basis) with the covenants pursuant to Section 7.1, any pro forma event of the type set forth in clauses (a) or (b) of this Section 1.3 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

Pro Forma Calculations. (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) When calculating the Consolidated Net First Lien Net Leverage Ratio, the Consolidated Secured Net Secured Leverage Ratio, the Consolidated Total Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Interest Coverage Ratio, in each caseand any other applicable financial ratio identified from time to time by the Borrower for any purpose, shall be calculated as follows (subject to the provisions of Section 1.2): (a) and when calculating total assets, consolidated total assets, and revenue for purposes of making the computation referred to aboveidentifying “Material Domestic Subsidiaries” and “Material Foreign Subsidiaries”, in the event that Specified Transactions identified by the Borrower that have been made or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases consummated or extinguishes any Indebtedness that have occurred (i) during the applicable Test Period or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, (ii) subsequent to the commencement of the period for which such ratio is being calculated but on or Test Period and prior to or substantially concurrently simultaneously with or for the purpose of the any event for which the calculation of any such ratio is made (a “Calculation Date”), then or the date of such calculation measurement shall be made giving calculated on a pro forma effect to basis assuming that all such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues Specified Transactions (and any such related increase or decrease in Consolidated Adjusted EBITDA (including component financial definitions used therein), total assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect consolidated total assets and revenue attributable to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (bSpecified Transaction) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at on the beginning first day of the applicable Test Period in a manner consistentor did not occur during such period, where as applicable. If, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such 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 of its Restricted Subsidiaries since the beginning of such period Test Period shall have made consummated any InvestmentSpecified Transaction or any Specified Transaction shall have occurred with respect to it, brand acquisitions or Disposition in each case identified by the Borrower, that would have required adjustment pursuant to this provisionSection 1.08, then such calculation for the purposes set forth above, the determination of the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio, total assets, consolidated total assets and revenue shall be made giving calculated to give pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Periodin accordance with this Section 1.08.

Pro Forma Calculations. (ia) Any calculation Notwithstanding anything to be determined on a “pro forma” basisthe contrary herein, after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net First Lien Leverage Interest Coverage Ratio, the Consolidated Net Senior Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, Total Leverage Ratio shall be calculated as follows (subject in the manner prescribed by this Section 1.5; provided, that notwithstanding anything to the provisions contrary in clause (b), (c) or (d) of this Section 1.2): (a) 1.5, when calculating Senior Secured Leverage Ratio for the purposes of making the computation referred to aboveECF Percentage of Excess Cash Flow, the events described in the event this Section 1.5 that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, occurred subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning end of the applicable Test Period; provided, that other than consummation of the aggregate amount of revenues (and related assets) included in such Transactions, shall not be given pro forma calculation for any Test Period pursuant to this clause 1.3(aeffect. (b) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for For purposes of making calculating the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Interest Coverage Ratio, Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Ratio and Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio Pro Forma Transactions (and the incurrence or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as repayment of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (btherewith) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are that have been made (i) during the applicable Test Period or committed to be made pursuant to a definitive agreement(ii) subsequent to the commencement of the period for which such calculation is being made but on or Test Period and prior to or simultaneously with the relevant Calculation Date, then event with respect to which the calculation of any such calculation ratio is being made shall be made giving calculated on a pro forma effect basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to such Investments, brand acquisitions, Dispositions and designations as if the same any Pro Forma Transaction) had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”Period. If since the beginning of such 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 Mid-Holdings or any of its Restricted Subsidiaries since the beginning of such period Test Period shall have made any Investment, brand acquisitions or Disposition Pro Forma Transaction that would have required adjustment pursuant to this provisionSection 1.5, then such calculation the Interest Coverage Ratio, Senior Secured Leverage Ratio and the Total Leverage Ratio shall be made giving calculated to give pro forma effect thereto in accordance with this Section 1.5. (c) Whenever pro forma effect is to be given to a Pro Forma Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of Mid-Holdings and shall include, without duplication, (i) the EBITDA (as determined in good faith by Mid-Holdings) of any Person or line of business acquired or disposed of and (ii) the “run-rate” (i.e., the full recurring benefit for a period associated with an action taken or expected to be taken) amount of realized or expected cost savings, operating expense reductions and other operating improvements and synergies resulting from such Pro Forma Transaction that are certified by such Responsible Officer of Mid-Holdings to the Administrative Agent as being (x) reasonably quantifiable, identifiable, factually supportable and expected to have a continuing impact and (y) reasonably anticipated to be realized within 18 months after the closing or other date of such Pro Forma Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and other operating improvements and synergies had been realized on the first day of the relevant Test Period as if such Investmentcost savings, brand acquisitions operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions. (d) In the event that Mid-Holdings or Disposition had occurred at any Restricted Subsidiary (i) incurs (including by assumption or guarantee) or (ii) repays, redeems, defeases, retires, extinguishes or is released from, or is otherwise no longer obligated in respect of (each, a “Repayment”), any Indebtedness included in the beginning calculation of the Interest Coverage Ratio, Senior Secured Leverage Ratio or Total 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), (x) during the applicable Test Period or (y) subsequent to the end of the applicable Test PeriodPeriod and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being made, then the Interest Coverage Ratio, Senior Secured Leverage Ratio or Total 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 (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).

Pro Forma Calculations. (i) Any calculation For purposes of determining whether any action is otherwise permitted 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 Net First Lien Leverage Ratiotaken hereunder, the Consolidated Total Net Leverage Ratio and, Senior Secured Leverage Ratio, the Consolidated Net Ratio and Total Leverage Ratio, the Financial Covenant Fixed Charge Interest Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2):follows: (a) for purposes of making the computation referred to above, in In the event that the Borrower or any of its Restricted Subsidiaries Subsidiary (i) incurs, assumes, guarantees, redeems, retires, defeases retires or extinguishes any Indebtedness or enters into, terminates (ii) issues or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, redeems 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 substantially concurrently simultaneously with or for the purpose of the event for which the calculation of such ratio is made (a “Ratio Calculation Date”), then such calculation ratio shall be made calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance retirement or extinguishment of Indebtedness Indebtedness, or entry intosuch issuance or redemption of Disqualified Stock or Preferred Stock, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; andfour-quarter period. (b) for For purposes of making the computation referred to above, if any Investments Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (including the Transactionsas determined in accordance with GAAP), brand acquisitions, Dispositions or designations in each case with respect to an operating unit of Unrestricted Subsidiaries or Restricted Subsidiaries are a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to the commencement of the such reference period for which such calculation is being made but and on or prior to or simultaneously with the relevant Ratio Calculation Date, then and other operational changes that the Borrower or any of its Restricted Subsidiaries has made during the four-quarter reference period or subsequent to such calculation reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be made giving calculated on a pro forma effect to basis in accordance with GAAP assuming that all such Investments, brand acquisitions, Dispositions dispositions, mergers, amalgamations, consolidations, discontinued operations and designations as if the same other operational changes had occurred at on the beginning first day of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or Disposition operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this provisiondefinition, then such calculation ratio shall be made calculated giving pro forma effect thereto for such Test Period period as if such Investment, brand acquisitions acquisition, disposition, merger, consolidation, discontinued operation or Disposition operational change had occurred at the beginning of the applicable Test Periodfour-quarter period. (c) For purposes of this Section 1.08, whenever pro forma effect is to be given to any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower as set forth in an Officer’s Certificate, to reflect (i) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions) and (ii) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote (5) to the “Summary Historical and Pro Forma Financial Data” under “Offering Circular Summary” in the offering circular for the Borrower’s Senior Exchange Notes due 2015 to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period; provided that such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and otherwise comply with the limitations set forth in the definition of “EBITDA”.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (i) Any calculation subject to be determined on a Section 1.11), the words “pro forma” basisin this Credit Agreement shall mean, after giving “pro forma” effect with respect to certain transactions the calculation of any test, financial ratio, basket or pursuant to words of similar import and (ii) covenant under this Agreement, including the Consolidated Net First Lien Net Leverage Ratio, the Consolidated Secured Net Secured Leverage Ratio, the Consolidated Total Gross Leverage Ratio and Consolidated Total Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratiocalculation of Consolidated Interest Expense, in each caseConsolidated Net Income, shall be calculated as follows (subject to the provisions Consolidated Total Indebtedness, EBITDA and Total Assets, of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of Person and its Restricted Subsidiaries incursSubsidiaries, assumesas of any date, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving that pro forma effect will be given to such any acquisition, merger, amalgamation, consolidation, Investment, any issuance, incurrence, assumption, guarantee, redemption, retirement, defeasance redemption or extinguishment repayment of Indebtedness (including Indebtedness issued, incurred, assumed, guaranteed, or entry intorepaid or redeemed as a result of, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; providedto finance, that the aggregate amount of revenues (any relevant transaction and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and which any such related assets); providedtest, furtherfinancial ratio, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage basket or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action covenant is being taken giving pro forma effect to calculated), any redemptionissuance or redemption of Preferred Stock or Disqualified Stock, retirement all sales, transfers and other Dispositions or extinguishment discontinuance of Indebtedness any Subsidiary, line of business, division, segment or operating unit or any operational change and the receipt or depletion of Unrestricted Cash in connection with any of the foregoing, in each case that have occurred during the four consecutive fiscal quarter period of such event; and Person being used to calculate such test, financial ratio, basket or covenant (b) for purposes of making the computation referred to above, if any Investments (including the Transactions“Reference Period”), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreementexcept (A) the Consolidated Total GrossFirst Lien Net Leverage Ratio in connection with determining the Applicable Prepayment Percentage and (B) the financial covenants set forth in Section 6.10) subsequent to the commencement of the period Reference Period for which such calculation is being made relates, but on or prior to or simultaneously with the relevant Calculation Date, then event for which a determination under this Section 1.14 is made (including any such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred event occurring at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently who became a Restricted Subsidiary of the subject Person or was merged merged, amalgamated or consolidated with or into the Borrower subject Person or any other Restricted Subsidiary of its Restricted Subsidiaries since the beginning subject Person after the commencement of the Reference Period) (including with respect to any proposed Investment or acquisition of the subject Person for which financing is or is sought to be obtained, the Investment or acquisition for which a determination under this Section 1.14 is made may occur after the date upon which the relevant determination or calculation is made), in each case, as if each such period event occurred on the first day of the Reference Period; provided that no amount shall have made any Investment, brand acquisitions or Disposition that would have required adjustment be added back pursuant to this provisionSection 1.14 to the extent duplicative of amounts that are otherwise included in computing EBITDA for such Reference Period. For purposes of making any computation referred to above: (1) if any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date for which a determination under this Section 1.14 is made had been the applicable rate for the entire period (taking into account any Hedge Agreement applicable to such Indebtedness); (2) interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the U.S. Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP; (3) interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if otherwise specified in the relevant agreement, the rate then in effect or, if none, then based upon such calculation optional rate chosen as the U.S. Borrower may designate; and (4) interest on any Indebtedness under a revolving credit facility or a Receivables Facility computed on a pro forma basis shall be made giving pro forma effect thereto for computed based upon the average daily balance of such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of Indebtedness during the applicable Test Periodperiod.

Pro Forma Calculations. With respect to any period of four consecutive fiscal quarters during which any Permitted Acquisition, other acquisition permitted pursuant to Section 6.4 or Significant Asset Sale occurs, each of the Total Net Leverage Ratio and the Secured Net Leverage Ratio, and, without duplication, Consolidated EBITDA, shall, for all purposes set forth herein, be calculated with respect to such period on a pro forma basis based on the most recent four consecutive fiscal quarter period for which financials are required to be delivered pursuant to Sections 8.4(a) or (ib) Any calculation and after giving effect to such Permitted Acquisition, acquisition or Significant Asset Sale (and any related repayment of Indebtedness) (including, without duplication, all pro forma adjustments consistent with Regulation S-X under the Securities Act of 1933, as amended, [reserved], and pro forma adjustments for “run rate” cost savings and synergies (net of continuing associated expenses) to the extent such “run rate” cost savings and synergies have been realized or are reasonably expected to be realized on or prior to the date that is 18 months after the date on which any such Permitted Acquisition or acquisition is consummated (which cost savings and synergies shall be added to Consolidated EBITDA until fully realized and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of the relevant period); provided that at the election of the Borrower, such pro forma adjustment shall not be required to be determined on a “pro forma” basis, after giving “pro forma” effect to certain transactions for any Permitted Acquisition or pursuant to words of similar import and (ii) other acquisition if the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, aggregate consideration paid in each case, connection with such acquisition is less than $37,500,000; provided further that all such adjustments shall be calculated as follows (subject to set forth in a reasonably detailed certificate of a Financial Officer of the provisions of Section 1.2): (a) Borrower Representative), assuming, for purposes of making the computation referred such calculations, such Permitted Acquisition, acquisition permitted pursuant to above, in the event that the Borrower Section 6.4 or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues Significant Asset Sale (and related assets) included in such pro forma calculation for repayment of Indebtedness), and any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues other Permitted Acquisitions and Significant Asset Sales (and any related repayment of Indebtedness) that have been consummated during the period, had been consummated on the first day of such related assets)period; provided, further, that for purposes of making the computation of aggregate amount (other than non-cash expenses) increasing Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, EBITDA as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth above in respect of synergies for any period of four consecutive fiscal quarters shall not exceed, when taken together with any adjustments made in accordance with clause (na)(xiii) of the definition of “Consolidated EBITDA” , an amount equal to 20% of Consolidated EBITDA for such period, calculated on a pro forma basis in accordance with this Section 1.6, but prior to giving effect to such additions and clause (o) any other such prior additions in respect of the definition of “Consolidated Net Income”. If since the beginning of synergies for such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provisionSection 1.6. In addition, then solely for purposes of determining whether a Specified Transaction is permitted hereunder (including whether such calculation Specified Transaction would result in a Default or Event of Default), the Secured Net Leverage Ratio shall be made giving calculated on a pro forma effect thereto for such Test Period basis as if such Investment, brand acquisitions or Disposition had occurred at provided in the beginning of the applicable Test Periodpreceding sentence.

Pro Forma Calculations. (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 Net First Lien Leverage Ratio, the Consolidated Net Secured Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio, in each case, shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making the computation referred to above, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Net Total Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of Indebtedness in connection with such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in |US-DOCS\115543490.9|| clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Period.

Pro Forma Calculations. Notwithstanding anything to the contrary herein (i) Any calculation subject to be determined on a “pro forma” basisSection 1.02(i)), after giving “pro forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net Cash Interest Expense, Consolidated EBITDA, Consolidated First Lien Net Leverage Ratio, the Consolidated Interest Coverage Ratio, Consolidated Interest Expense, Consolidated Net Income, Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Assets, Consolidated Total Net Total Leverage Ratio, Four Quarter Consolidated EBITDA, Fixed Charges and/or Pro Forma Cost Savings of the Financial Covenant Fixed Charge Coverage Ratio and the Fixed Charge Coverage RatioBorrower shall be calculated (including, in each case, shall be calculated as follows (subject to the provisions of Section 1.2): (a) for purposes of making Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the computation referred applicable four quarter period to abovewhich such calculation relates, and/or subsequent to the end of such four-quarter period (including, with respect to any proposed Investment or acquisition pursuant to Rule 2.7 of The City Code on Takeovers and Mergers (or a similar arrangement) for which committed financing is obtained or is sought to be obtained, the relevant determination or calculation may be made with respect to an event occurring or intended to occur subsequent to such four-quarter period); provided that notwithstanding the foregoing, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) the Applicable Rate, (ii) the Applicable Commitment Fee and (iii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the event definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the Borrower or end of the applicable four quarter period shall not be given Pro Forma Effect. Notwithstanding anything to the contrary contained herein, for purposes of calculating any leverage ratio herein in connection with the incurrence of its Restricted Subsidiaries incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates the issuance of any Disqualified Stock or cancels a Qualified Contract, other than Preferred Stock there shall be no netting of the completion thereof cash proceeds proposed to be received in accordance connection with its terms, subsequent the incurrence of such Indebtedness or the issuance of any Disqualified Stock or Preferred Stock. Notwithstanding anything in this Agreement to the commencement of contrary, in calculating the period for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event for which the calculation is made (a “Calculation Date”), then such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract (other than the completion thereof in accordance with its terms) as if the same had occurred at the beginning of the applicable Test Period; provided, that the aggregate amount of revenues (and related assets) included in such pro forma calculation for any Test Period pursuant to this clause 1.3(a) with respect to Qualified Contracts shall not exceed $50 million in revenues (and any such related assets); provided, further, that for purposes of making the computation of Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage Ratio, Consolidated Senior Secured Net Secured Leverage Ratio and/or Consolidated Total Net Leverage Ratio, the Borrower shall treat any revolving facility then being established (or the amount of any increase thereof) as fully drawn and, if such Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio and/or Consolidated Total Net Leverage Ratio, Financial Covenant Fixed Charge Coverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverageis satisfied with respect thereto at such time, Consolidated Net Secured Leverageany subsequent borrowing or other incurrence thereunder, Consolidated Net Total Leverage or Fixed Charges, as applicablenot in excess of the aggregate amount attributable to such revolving facility 115 and included in such calculation, shall not be Consolidated Net First Lien Leverage, Consolidated Net Secured Leverage, Consolidated Net Total Leverage or Fixed Charges deemed as an incurrence of the date the relevant action is being taken giving pro forma effect to any redemption, retirement or extinguishment of additional Indebtedness in connection with at such event; and (b) for purposes of making the computation referred to above, if any Investments (including the Transactions), brand acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation Date, then such calculation shall be made giving pro forma effect to such Investments, brand acquisitions, Dispositions and designations as if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro forma adjustments set forth in clause (n) of the definition of “Consolidated EBITDA” and clause (o) of the definition of “Consolidated Net Income”. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, brand acquisitions or Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma effect thereto for such Test Period as if such Investment, brand acquisitions or Disposition had occurred at the beginning of the applicable Test Periodtime.