Common use of Pro Forma Calculations Clause in Contracts

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA and the Consolidated Senior Secured Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.06, when calculating Consolidated EBITDA and the Consolidated Senior Secured Net Leverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with the covenant pursuant to Section 10.08, the events described in this Section 1.06 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For the purposes of calculating Annualized Consolidated EBITDA of Borrower and its Restricted Subsidiariesthe Consolidated Senior Secured Net Leverage Ratio, on a consolidated basis, for any period Specified Transactions (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the applicable Test Period and (ii) subsequent to such Material Acquisition (Test Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio 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 such the applicable Test Period; and (iii) if during such . If, since the beginning of any applicable Test Period Period, any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.06, Annualized then Consolidated EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Consolidated Senior Secured Net Leverage Ratio shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 1.06. (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined 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. Comparable adjustments ) (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 additions made to Consolidated EBITDA for any Test Period pursuant to this clause (c) and clause (c) of the definition of “Consolidated EBITDA” shall not (i) exceed 20.0% of Consolidated EBITDA for such Test Period (after giving effect to this clause (c) and clause (c) of the definition of “Consolidated EBITDA”) or (ii) be duplicative of one another. (d) In the event that Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, prepayment, retirement, exchange or extinguishment) any Indebtedness included in the calculations of Consolidated EBITDA and the Consolidated Senior Secured Net 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 ratio is made, then Consolidated EBITDA and the Consolidated Senior Secured Net Leverage Ratio shall be made calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period in connection with any determination the case of Annualized EBITDAConsolidated EBITDA or the Consolidated Senior Secured Net Leverage Ratio.

Pro Forma Calculations. For the Solely for purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for determining whether any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required action is otherwise permitted to be made pursuant hereto in respect of taken hereunder, the designation of a Restricted Subsidiary Consolidated Total Leverage Ratio and Consolidated Net Interest Coverage Ratio shall be calculated as an Unrestricted Subsidiary follows: (a) In the event that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made incurs, assumes, guarantees, redeems, retires or extinguishes any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal Indebtedness subsequent to the Annualized EBITDA (if positive) commencement of the period for which such Test Period attributable ratio is being calculated but prior to or simultaneously with the assets event for which are the subject calculation of such Material Disposition or increased by an amount equal to the Annualized EBITDA ratio is made (if negative) for a “Ratio Calculation Date”), then such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period ratio shall be calculated after giving pro forma effect thereto (including the incurrence to such incurrence, assumption, guarantee, redemption, retirement or assumption extinguishment of any Indebtedness in connection therewith) as if the same had occurred at the beginning of the applicable four-quarter period. (b) For purposes of making the computation referred to above, if any acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such Material Acquisition (reference period and on or prior to or simultaneously with the incurrence or assumption of any relevant Ratio Calculation Date, Consolidated EBITDA shall be calculated on a pro forma basis, assuming that all such Indebtedness) acquisitions, Dispositions and designations had occurred on the first day of the four-quarter reference 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”. If since the beginning of such Test Period; and (iii) if during such Test Period period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition acquisition or Material Acquisition Disposition, in each case with respect to a business or an operating unit of a business, that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during this provision, then such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period ratio shall be calculated after giving pro forma effect thereto for such period as if such Material acquisition or Disposition or Material Acquisition had occurred on at the first day beginning of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDAapplicable four-quarter period.

Pro Forma Calculations. For (a) Notwithstanding anything to the contrary herein, the Fixed Charge Coverage Ratio, the First Lien Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.5; provided, that notwithstanding anything to the contrary in clause (b) or (c) of this Section 1.5, when calculating Total Net Leverage Ratio for the purposes of calculating Annualized EBITDA the ECF Percentage of Borrower and its Restricted SubsidiariesExcess Cash Flow, on a consolidated basis, for any period (a “the events described in this Section 1.5 that occurred subsequent to the end of the applicable Test Period”), (i) if at any time from other than consummation of the period commencing on the first day of such Test Period and ending on the last day of such Test Period (orTransactions, in the case of any shall not be given pro forma calculation required to be made pursuant hereto in respect effect. (b) For purposes of calculating the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or First Lien Net Leverage Ratio, Total Net Leverage Ratio, Total Leverage Ratio and the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material AcquisitionFixed Charge Coverage Ratio, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA Pro Forma Transactions (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the Relevant Reference Period or (ii) subsequent to such Material Acquisition (period and prior to or simultaneously with the incurrence or assumption event with respect to which the calculation of any such Indebtednessratio is being made shall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the Relevant Reference Period (it being understood and agreed that Consolidated Interest Expense of such Test Period; and (iii) 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 Test periods). If since the beginning of any Relevant Reference Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into Borrower Parent or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Relevant Reference Period shall have entered into made any Material Disposition or Material Acquisition Pro Forma Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.5, Annualized EBITDA of Borrower then the First Lien Net Leverage Ratio, Total Net Leverage Ratio and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Total Leverage Ratio shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the in accordance with this Section 1.5. (c) In addition, for purposes of this sectioncalculating the Fixed Charge Coverage Ratio, whenever (1) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownerships therein) disposed of prior to the date of calculation, shall be excluded; and (2) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests) disposed of prior to the date of calculation, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the date of calculation. (d) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoPro Forma Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer of Borrower. Comparable Parent and shall include, without duplication, adjustment for the Consolidated EBITDA (as determined in good faith by Parent) represented by any Person or line of business acquired or disposed of and for the avoidance of doubt, any adjustments shall be made in connection with any determination relating to Pro Forma Transactions provided for under clause (a)(x) of Annualized the definition of Consolidated EBITDA.

Pro Forma Calculations. For the Solely for purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for determining whether any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required action is otherwise permitted to be made pursuant hereto in respect of taken hereunder, the designation of a Restricted Subsidiary Consolidated Total Leverage Ratio and Consolidated Secured Leverage Ratio shall be calculated as an Unrestricted Subsidiary follows: (a) In the event that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made incurs, assumes, guarantees, redeems, retires or extinguishes any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal Indebtedness subsequent to the Annualized EBITDA (if positive) commencement of the period for which such Test Period attributable ratio is being calculated but prior to or simultaneously with the assets event for which are the subject calculation of such Material Disposition or increased by an amount equal to the Annualized EBITDA ratio is made (if negative) for a “Ratio Calculation Date”), then such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period ratio shall be calculated after giving pro forma effect thereto (including the incurrence to such incurrence, assumption, guarantee, redemption, retirement or assumption extinguishment of any Indebtedness in connection therewith) as if the same had occurred at the beginning of the applicable four-quarter period. (b) For purposes of making the computation referred to above, if any acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such Material Acquisition (reference period and on or prior to or simultaneously with the incurrence or assumption of any relevant Ratio Calculation Date, Consolidated EBITDA shall be calculated on a pro forma basis, assuming that all such Indebtedness) acquisitions, Dispositions and designations had occurred on the first day of the four-quarter reference 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”. If since the beginning of such Test Period; and (iii) if during such Test Period period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition acquisition or Material Acquisition Disposition, in each case with respect to a business or an operating unit of a business, that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during this provision, then such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period ratio shall be calculated after giving pro forma effect thereto for such period as if such Material acquisition or Disposition or Material Acquisition had occurred on at the first day beginning of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDAapplicable four-quarter period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.10. (b) For the purposes of calculating Annualized EBITDA of Borrower the Total Leverage Ratio, Specified Transactions (and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the applicable Test Period or (ii) subsequent to such Material Acquisition (Test Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio 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 such the applicable Test Period; and (iii) if during such . If since the beginning of 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 Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.10, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period then the Total Leverage Ratio shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 1.10. (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Senior Financial Officer of Borrowerthe Borrower and may include, for the avoidance of doubt, Cost Savings to the extent permitted by, and subject to the requirements of, clause (a)(viii) of the definition of “Consolidated EBITDA”. Comparable Notwithstanding the foregoing, all pro forma adjustments under this clause (c) shall not, taken together with those added pursuant to clause (a)(viii) of the definition of “Consolidated EBITDA”, increase pro forma Consolidated EBITDA by more than 5% for any Test Period (calculated prior to giving effect to any addback pursuant to this clause (c) or clause (a)(viii) of the definition of “Consolidated EBITDA”). (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes and not incurred in reliance on Section 7.03(t)), (i) during the applicable Test Period or (ii) subsequent to the end of the 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 shall be made calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period of the Total Leverage Ratio. Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (e) Whenever any provision of this Agreement requires the Borrower to have a Total Leverage Ratio on a Pro Forma Basis in connection with any determination action to be taken by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent a certificate of Annualized EBITDAeach Responsible Officer of the Borrower setting forth in reasonable detail the calculations demonstrating such compliance or such Total Leverage Ratio.

Pro Forma Calculations. For the Solely for purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for determining whether any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required action is otherwise permitted to be made pursuant hereto in respect of taken hereunder, the designation of a Restricted Subsidiary Consolidated Total Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated as an Unrestricted Subsidiary follows: (a) In the event that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made incurs, assumes, guarantees, redeems, retires or extinguishes any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal Indebtedness subsequent to the Annualized EBITDA (if positive) commencement of the period for which such Test Period attributable ratio is being calculated but prior to or simultaneously with the assets event for which are the subject calculation of such Material Disposition or increased by an amount equal to the Annualized EBITDA ratio is made (if negative) for a “Ratio Calculation Date”), then such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period ratio shall be calculated after giving pro forma effect thereto (including the incurrence to such incurrence, assumption, guarantee, redemption, retirement or assumption extinguishment of any Indebtedness in connection therewith) as if the same had occurred at the beginning of the applicable four-quarter period. (b) For purposes of making the computation referred to above, if any acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such Material Acquisition (reference period and on or prior to or simultaneously with the incurrence or assumption of any relevant Ratio Calculation Date, Consolidated EBITDA shall be calculated on a pro forma basis, assuming that all such Indebtedness) acquisitions, Dispositions and designations had occurred on the first day of the four-quarter reference 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.” If since the beginning of such Test Period; and (iii) if during such Test Period period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition acquisition or Material Acquisition Disposition, in each case with respect to a business or an operating unit of a business, that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during this provision, then such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period ratio shall be calculated after giving pro forma effect thereto for such period as if such Material acquisition or Disposition or Material Acquisition had occurred on at the first day beginning of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDAapplicable four-quarter period.

Pro Forma Calculations. For the purposes of calculating Annualized Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period of four consecutive fiscal quarters most recently ended (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of during such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or Disposition, at any time during the designation period commencing on the first day of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, such Test Period and ending on the date such Material Disposition or Material Acquisition designation is consummated after giving effect thereto), made) the Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized Consolidated EBITDA for such Test Period shall be reduced by an amount equal to the Annualized Consolidated EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized Consolidated EBITDA (if negative) for such Test Period attributable to such assets; (ii) if at any time during such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, at any time during the period commencing on the first day of such Test Period and ending on the date such designation is made) the Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if at any time during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by the Borrower or a Restricted Subsidiary during such Test Period, Annualized Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of the Borrower. Comparable adjustments shall be made in connection with any determination of Annualized Consolidated EBITDA.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period (a “Pro Forma Period”) commencing on the first day of such Test Period and ending on the last day date which is ten days prior to the date of delivery of the Compliance Certificate in respect of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Pro Forma Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Pro Forma Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Pro Forma Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Pro Forma Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total 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 for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 1.10 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect (provided, further, that the foregoing limitation will not be constituted to limit the deductibility of any amounts that are committed to be made or paid or are reasonably expected to be paid in the calculation of Excess Cash Flow for any period as provided for in the definition of Excess Cash Flow). (b) For the purposes of calculating Annualized EBITDA of Borrower the Total Leverage Ratio, Specified Transactions (and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the applicable Test Period or (ii) subsequent to such Material Acquisition (Test Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio 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 such the applicable Test Period; and (iii) if during such . If since the beginning of 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 Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.10, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period then the Total Leverage Ratio shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 1.10. (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Senior Financial Officer of Borrowerthe Borrower and may include, for the avoidance of doubt, Cost Savings to the extent permitted by, and subject to the requirements of, clause (a)(viii) of the definition of “Consolidated EBITDA”. Comparable Notwithstanding the foregoing, all pro forma adjustments under this clause (c) shall not, taken together with those added pursuant to clause (a)(viii) of the definition of “Consolidated EBITDA”, increase pro forma Consolidated EBITDA by more than 5% for any Test Period (calculated prior to giving effect to any addback pursuant to this clause (c) or clause (a)(viii) of the definition of “Consolidated EBITDA”). (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes and not incurred in reliance on Section 7.03(t)), (i) during the applicable Test Period or (ii) subsequent to the end of the 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 shall be made calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period of the Total Leverage Ratio. Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (e) Whenever any provision of this Agreement requires the Borrower to have a Total Leverage Ratio on a Pro Forma Basis in connection with any determination action to be taken by the Borrower hereunder, the Borrower shall deliver to the Administrative Agent a certificate of Annualized EBITDAa Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance or such Total Leverage Ratio.

Pro Forma Calculations. For (a) Notwithstanding anything to the purposes contrary contained herein, financial ratios and tests (including the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.04. (b) In the event that the Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of such the applicable Test Period (or, except in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition Interest Coverage Ratio (or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect theretosimilar ratio), Borrower such incurrence, assumption, guarantee, redemption, repayment, retirement or any Restricted Subsidiary shall have made any Material Dispositionextinguishment of Indebtedness, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) same had occurred on the first day of the applicable Test Period). (c) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which 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 Test Period; and (iii) if during . If since the beginning of any such 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 Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) this Section 1.04, then any applicable financial ratio or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period test shall be calculated after giving pro forma effect thereto for such period as if such Material Disposition or Material Acquisition Specified Transaction occurred on at the first day beginning of such the applicable Test Period. For the purposes of this section, whenever . (d) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined 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 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 of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of Borrowerthe Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Comparable adjustments 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 the definition of “Applicable Rate” and Section 2.05(b)(i) and (ii) the Interest Coverage Ratio and Total Leverage Ratio for the purposes of Section 7.10, (x) the events described in Sections 1.04(b), (c) and (d) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect and (y) Section 1.04(e) shall not apply. (g) Any pro forma calculation required at any time prior to March 26, 2011, shall be made assuming that compliance with the Interest Coverage Ratio and Total Leverage Ratio set forth in connection Section 7.10 for the Test Period ending on March 26, 2011, is required with any determination of Annualized EBITDArespect to the most recent Test Period prior to such time.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Rent-Adjusted Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.11; provided that notwithstanding anything to the contrary in clause (b) or (c) of this Section 1.11 when calculating the Rent-Adjusted Total Net Leverage Ratio for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the financial covenant pursuant to Section 8.12, the events described in this Section 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For the purposes of calculating Annualized EBITDA of Borrower the Rent-Adjusted Total Net Leverage Ratio, Specified Transactions (and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) except as if set forth in Section 1.11(a), subsequent to such Material Acquisition (Test Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio is made shall be calculated on a Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA or Borrower Group EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of such the applicable Test Period; and (iii) if during such . If, since the beginning of any applicable Test Period Period, any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into Borrower the Company or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause this Section 1.11, then the Rent-Adjusted Total Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.11. (c) In the event that the Company or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, prepayment, retirement, exchange, extinguishment or satisfaction and discharge) any Indebtedness included in the calculation of the Rent-Adjusted Total Net Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility), (i) or during the applicable Test Period and/or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodexcept as set forth in Section 1.11(a), Annualized EBITDA subsequent to the end of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Rent-Adjusted Total Net Leverage Ratio shall be calculated after giving pro forma effect thereto to such incurrence or repayment or discharge of Indebtedness, to the extent required, as if such Material Disposition or Material Acquisition the same had occurred on the first last day of such the applicable Test Period. For If the purposes Company or any Restricted Subsidiary provides an irrevocable notice of this sectiona redemption of any debt securities, whenever then the Rent-Adjusted Total Net Leverage Ratio shall be calculated giving pro forma effect is to be given such redemption, to the extent required, as if the same had occurred on the date the notice of redemption was delivered. (d) When used in reference to the calculation of the Rent-Adjusted Total Net Leverage Ratio for purposes of determining actual compliance with Section 8.12 (and not Pro Forma Compliance or compliance on a Material Disposition Pro Forma Basis), references to the date of determination shall mean the last day of the relevant Fiscal Quarter then being tested. When used in reference to the calculation of the Rent-Adjusted Total Net Leverage Ratio for purposes of determining Pro Forma Compliance or Material Acquisition and compliance on a Pro Forma Basis (other than for purposes of actual compliance with Section 8.12), references to the amount date of income or earnings related thereto, determination shall mean the pro forma calculations shall be determined in good faith by calculation of the Rent-Adjusted Total Net Leverage Ratio as of the last day of the most recent Test Period on a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDAPro Forma Basis.

Pro Forma Calculations. (i) Notwithstanding anything to the contrary herein, the Fixed Charge Coverage Ratio, Total Leverage Ratio and Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section 1.06; provided that notwithstanding anything to the contrary in this Section 1.06, when calculating the Senior Secured Leverage Ratio for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Senior Secured Leverage Ratio set forth in Section 10.07(a), the events described in this Section 1.06 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (ii) For the purposes of calculating Annualized EBITDA of Borrower the Fixed Charge Coverage Ratio, Total Leverage Ratio and its Restricted SubsidiariesSenior Secured Leverage Ratio, on a consolidated basis, for any period Specified Transactions (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the applicable Test Period or Calculation Period and (ii) subsequent to such Material Acquisition Test Period (or Calculation Period) and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of such the applicable Test Period or Calculation Period; and (iii) if during such , as applicable. If since the beginning of 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 Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause this Section 1.06, then the Fixed Charge Coverage Ratio, Total Leverage Ratio and Senior Secured Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.06. (iiii) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Fixed Charge Coverage Ratio, Total Leverage Ratio and Senior Secured Leverage Ratio (in each case except for determinations pursuant to Section 10.07(b), other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (x) during the applicable Test Period (or Calculation Period) or (iiy) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA subsequent to the end of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such the applicable Test Period (or Calculation Period) and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Fixed Charge Coverage Ratio, Total Leverage Ratio and Senior Secured Leverage Ratio shall be calculated after giving pro forma effect thereto to such incurrence or repayment of Indebtedness, to the extent required, as if such Material Disposition or Material Acquisition the same had occurred on the first last day of such the applicable Test Period (or Calculation Period. For ) in the purposes case of this sectionthe Fixed Charge Coverage Ratio, whenever the Total Leverage Ratio or the Senior Secured Leverage Ratio. (iv) Whenever pro forma effect is to be given to a Material Disposition Specified Transaction or Material Acquisition and the amount implementation of income or earnings related theretoan operating initiative, the pro forma calculations shall be determined made in good faith by a Responsible Officer responsible financial or accounting officer of Borrower. Comparable adjustments the Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements and synergies are reasonably identifiable, factually supportable and projected by the Borrower in good faith to be reasonably anticipated to be realizable within 18 months after the closing date of such Specified Transaction or implementation of an operating initiative (provided, that to the extent any such operational changes are not associated with a transaction, such changes shall be made limited to those for which all steps have been taken for realizing such savings and are factually supportable, reasonably identifiable and supported by an Officer’s Certificate delivered to the Administrative Agent) (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that any increase in connection Consolidated Adjusted EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies shall be subject to the limitations set forth in the definition of Consolidated Adjusted EBITDA; provided that amounts added back pursuant to this Section 1.06(iv) shall not, when taken together with any determination add-backs pursuant clauses (vi) and (vii) of Annualized the definition of “Consolidated Adjusted EBITDA”, account for more than 15% of Consolidated Adjusted EBITDA in any Test Period (calculated before giving effect to any such add-backs and adjustments).

Pro Forma Calculations. For (a) Notwithstanding anything to the purposes contrary contained herein, financial ratios and tests (including the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.04. (b) In the event that the Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of such the applicable Test Period (or, except in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition Fixed Charge Coverage Ratio (or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect theretosimilar ratio), Borrower in which case such incurrence, assumption, guarantee, redemption, repayment, retirement or any Restricted Subsidiary shall have made any Material Dispositionextinguishment of Indebtedness will be given effect, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) same had occurred on the first day of the applicable Test Period). (c) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which 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 Test Period; and (iii) if during . If since the beginning of any such 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 Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) this Section 1.04, then any applicable financial ratio or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period test shall be calculated after giving pro forma effect thereto for such period as if such Material Disposition or Material Acquisition Specified Transaction occurred on at the first day beginning of such the applicable Test Period. For the purposes of this section, whenever . (d) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined 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 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 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). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of Borrowerthe Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Comparable adjustments Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (f) Notwithstanding the foregoing, when calculating the Total Leverage Ratio for purposes of the definition of “Applicable Rate,” Section 2.05(b)(i) and Section 7.10, (x) the events described in Sections 1.04(b), (c) and (d) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect and (y) Section 1.04(e) shall not apply. (g) Any pro forma calculation required at any time prior to June 30, 2011, shall be made assuming that compliance with the Total Leverage Ratio set forth in connection Section 7.10 for the Test Period ending on June 30, 2011, is required with any determination of Annualized EBITDArespect to the most recent Test Period prior to such time.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.09, when calculating the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Interest Coverage Ratio, as applicable, for purposes of (i) the Applicable ECF Percentage of Excess Cash Flow and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material DispositionTotal Leverage Ratio, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to Secured Leverage Ratio, the Annualized EBITDA First Lien Secured Leverage Ratio and the Interest Coverage Ratio, Specified Transactions (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the applicable Test Period and (ii) subsequent to such Material Acquisition (Test Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio 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 such the applicable Test Period; and (iii) if during such . If since the beginning of 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 Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.09, Annualized EBITDA of Borrower then the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Interest Coverage Ratio shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 1.09. (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken or with respect to which the Borrower in good faith expects that substantial steps will have been taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period 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) a duly completed certificate signed by a Responsible Officer of Borrower. Comparable adjustments the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02(a), certifying that such cost savings, operating expense reductions and synergies are reasonably expected and factually supportable in the good faith judgment of the Borrower, (B) such actions are to be taken within 18 months after the applicable Specified Transaction, (C) no cost savings, operating expense reductions and synergies shall be added to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA for such period and (D) the aggregate amount of cost savings and operating expense reductions added pursuant to this clause (c) does not exceed 25% of Consolidated EBITDA for any period of four-consecutive fiscal quarters (calculated prior to giving effect to such capped adjustments (but, for the avoidance of doubt, after giving effect to other uncapped pro forma adjustments)). (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Secured Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio, the First Lien Secured Leverage Ratio or the Secured Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided, in connection the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Financing 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 Financing Lease Obligation in accordance with any determination GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of Annualized EBITDAa prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chose, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “"Test Period”"), (i) if at any time from the period (a "Pro Forma Period") commencing on the first day of such Test Period and ending on the last day date which is ten days prior to the date of delivery of the Compliance Certificate in respect of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated consummated, after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets, and Annualized Interest Expense for such Test Period shall be reduced by an amount equal to the Annualized Interest Expense for such Test Period attributable to any Indebtedness of Borrower or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged in connection with such Material Disposition (or, if the capital stock of any Restricted Subsidiary is sold (pursuant to a merger or otherwise), the Annualized Interest Expense for such Test Period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent Borrower and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Material Disposition); (ii) if during such Test Pro Forma Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Pro Forma Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Pro Forma Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Pro Forma Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and Acquisition, the amount of income or earnings related theretothereto and the amount of Annualized Interest Expense associated with any Indebtedness discharged or incurred in connection therewith, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. If any Indebtedness bears a floating rate of interest and the incurrence or assumption thereof is being given pro forma effect, the Annualized Interest Expense on such Indebtedness shall be calculated as if the rate in effect on the last day of the relevant Pro Forma Period had been the applicable rate for the entire relevant Test Period (taking into account any interest rate protection agreement applicable to such Indebtedness if such interest rate protection agreement has a remaining term in excess of 12 months). Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio, and compliance with covenants determined by reference, directly or indirectly, to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.06. (b) For the purposes of calculating Annualized such financial ratios and tests and compliance with such covenants determined by reference, directly or indirectly, to Consolidated EBITDA of Borrower or Total Assets, Specified Transactions (and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the applicable Test Period or (ii) subsequent to such Material Acquisition (Test Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio 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 such the applicable Test Period; and (iii) if during such . If since the beginning of 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 Restricted Subsidiary of its Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause this Section 1.06, then the Total Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, shall be calculated to give pro forma effect thereto in accordance with this Section 1.06. (c) In the event that the Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of such financial ratios or tests (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes unless such Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA subsequent to the end of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made, then such financial ratio or test shall be calculated after giving pro forma effect thereto to such incurrence or repayment of Indebtedness, to the extent required, as if such Material Disposition or Material Acquisition the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Net Leverage Ratio (or any similar ratio or test) and (B) the first day of such the applicable Test Period. For Period in the purposes case of this section, whenever the Fixed Charge Coverage Ratio (or any similar ratio or test). (d) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer responsible financial or accounting officer of Borrower. Comparable the Borrower 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 Specified Transaction (including the Transactions) projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be made included in connection the initial pro forma calculations of such financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Specified Transaction is given pro forma effect) and during any applicable subsequent Test Period in which the effects thereof are expected to be realized) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided, that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or expected to be taken no later than eighteen (18) months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (D) the aggregate amount of cost savings and synergies added pursuant to this clause (d) for any determination such period after the Closing Date shall not exceed 20% of Annualized Consolidated EBITDA for such Test Period (giving pro forma effect to the relevant Specified Transaction (but not to any cost savings or synergies)); provided that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies pursuant to this Section 1.06(d) shall be subject to the limitation set forth in the final proviso of clause (x) of the definition of Consolidated EBITDA.

Pro Forma Calculations. For the Solely for purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for determining whether any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required action is otherwise permitted to be made pursuant hereto in respect of taken hereunder, the designation of a Restricted Subsidiary Consolidated Total Net Leverage Ratio and the First Lien Net Leverage Ratio shall be calculated as an Unrestricted Subsidiary follows: (a) In the event that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made incurs, assumes, guarantees, redeems, retires or extinguishes any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal Indebtedness subsequent to the Annualized EBITDA (if positive) commencement of the period for which such Test Period attributable ratio is being calculated but prior to or simultaneously with the assets event for which are the subject calculation of such Material Disposition or increased by an amount equal to the Annualized EBITDA ratio is made (if negative) for a “Ratio Calculation Date”), then such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period ratio shall be calculated after giving pro forma effect thereto (including the incurrence to such incurrence, assumption, guarantee, redemption, retirement or assumption extinguishment of any Indebtedness in connection therewith) as if the same had occurred at the beginning of the applicable four-quarter period. (b) For purposes of making the computation referred to above, if any acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such Material Acquisition (reference period and on or prior to or simultaneously with the incurrence or assumption of any relevant Ratio Calculation Date, Consolidated EBITDA shall be calculated on a pro forma basis, assuming that all such Indebtedness) acquisitions, Dispositions and designations had occurred on the first day of the four-quarter reference 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”. If since the beginning of such Test Period; and (iii) if during such Test Period period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition acquisition or Material Acquisition Disposition, in each case with respect to a business or an operating unit of a business, that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during this provision, then such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period ratio shall be calculated after giving pro forma effect thereto for such period as if such Material acquisition or Disposition or Material Acquisition had occurred on at the first day beginning of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDAapplicable four-quarter period.

Pro Forma Calculations. For the purposes of calculating Annualized Adjusted EBITDA, Consolidated Total Assets and any financial ratios or tests, including the ratio of Net Funded Secured Debt to Adjusted EBITDA, Total Net Funded Debt to Adjusted EBITDA of Borrower and its Restricted Subsidiariescompliance with covenants determined by reference to Adjusted EBITDA or Consolidated Total Assets, on a consolidated basis, for any period Municipal Waste Contracts and Put-or-Pay Agreements that have been entered into and Specified Transactions (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made, in each case, (i) ​ ​ during the applicable period or (ii) subsequent to such Material Acquisition period and prior to or simultaneously with the event for which the calculation of Adjusted EBITDA, Consolidated Total Assets or any such ratio is made shall be calculated on a pro forma basis (x) assuming that all such Municipal Waste Contracts and Put-or-Pay Agreements shall have been entered into and all such Specified Transactions (and any increase or decrease in Adjusted EBITDA and Consolidated Total Assets and the incurrence or assumption of component financial definitions used therein attributable to any such IndebtednessSpecified Transaction) had occurred on the first day of such Test Period; the applicable period and (iiiy) if during including projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Test Period Municipal Waste Contracts and Put-or-Pay Agreements. If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Canadian Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into any Material Disposition Municipal Waste Contract or Material Acquisition Put-or-Pay Agreements or made any Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis section, Annualized then the financial ratios, Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Consolidated Total Assets shall be calculated after giving to give pro forma effect thereto as if such Material Disposition in accordance with this Section 1.7. For greater certainty, with respect to adjustments to Adjusted EBITDA with respect to any Municipal Waste Contract or Material Acquisition occurred Put-or-Pay Agreement, (a) Projected Run Rate EBITDA shall be used for each 12-month period commencing on the first later of (1) the date of execution of the contract and (2) nine months and one day prior to the Service Commencement Date and ending on that date which is three months after the Service Commencement Date, (b) for any 12-month period ending more than three months after the Service Commencement Date but not more than 15 months after the Service Commencement Date, actual EBITDA generated by and attributable to the relevant contract shall be included for each month which is more than three months after the Service Commencement Date and Projected Run Rate EBITDA, pro-rated for the balance of the relevant 12-month period, shall be used for each month in such period ended on the last day of the third month after the Service Commencement Date (such Test Periodthat Adjusted EBITDA determined at the end of the fourth month following the Service Commencement Date shall be the sum of actual EBITDA for such fourth month plus 11/12 of the 12-month Projected Run Rate EBITDA), and (c) for any 12-month period ending more than 15 months after the Service Commencement Date, only actual EBITDA shall be used and there shall be no adjustment with respect to the relevant contract. For To avoid duplication, the purposes actual EBITDA generated during the 12-month period ending three months after the Service Commencement Date shall be deducted from the calculation of this section, whenever Adjusted EBITDA for the relevant contract. Whenever pro forma effect is to be given to a Material Disposition Municipal Waste Contract, a Put-or-Pay Agreement or Material Acquisition and the amount of income or earnings related theretoa Specified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer of the Canadian Borrower and may include, for the avoidance of doubt, (x) projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Municipal Waste Contracts and Put-or-Pay Agreements and (y) the amount of “run rate” cost savings, operating expense reductions, restructuring charges and expenses and cost synergies projected by the Canadian Borrower in good faith to be realized as a result of specified actions taken or committed to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, restructuring charges and expenses and cost synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, restructuring charges and expenses and cost synergies were realized during the entirety of such period) relating to such Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction, and “run rate” means the full recurring benefit for a period ​ ​ that is associated with any action taken or committed to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that (A) with respect to clause (y) above, such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Canadian Borrower. Comparable adjustments ), (B) with respect to clause (y) above, such actions are taken or committed to be taken no later than eighteen (18) months after the date of such Specified Transaction or entry into such Municipal Waste Contract, (C) no amounts shall be added pursuant to this Section 1.1.5.1 to the extent duplicative of any amounts that are otherwise added back in computing Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that, subject to compliance with the other provisions of this section, amounts to be included in pro forma calculations pursuant to this section may be included in periods in which the Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to this section. In the event that the Canadian Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge, escrow or similar arrangements) any Indebtedness included in the calculations of the ratio of Net Funded Secured Debt to Adjusted EBITDA (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 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 the ratio of Net Funded Secured Debt to Adjusted EBITDA 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 period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date such calculation is being made had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness). Interest on Financial Leases and Other Leases shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Canadian Borrower to be the rate of interest implicit in connection such Financial Lease or Other Lease, as applicable, in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency Rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Canadian Borrower may designate. It is expressly understood and agreed that pro forma adjustments and calculations need not be prepared in compliance with Regulation S-X; provided that, to the extent any determination pro forma adjustments pursuant to this Section 1.1.5 are not in compliance with Regulation S-X, the aggregate amount of Annualized EBITDAsuch add-backs to Adjusted EBITDA shall be subject to the 20% limitation set forth in Section 1.1.5.1.10.

Pro Forma Calculations. For Notwithstanding anything to the purposes contrary contained herein, financial ratios and tests (including the Consolidated Total Net Leverage Ratio pursuant to this Agreement shall be calculated in the manner prescribed by this subsection 1.3. (a) In the event that Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (b) For purposes of calculating any financial ratio or test, (i) Specified Transactions that have been made by Borrower or any of the Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period (or, in and prior to or simultaneously with the case of any pro forma event for which such calculation required to be is being made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving given pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if assuming that all such Material Acquisition Specified Transactions (and the incurrence or assumption of any such Indebtednesschange in Consolidated EBITDA resulting therefrom) had occurred on the first day of such the applicable Test Period; Period and (iiiii) if to the extent permitted by Section 1.3(c), “run-rate” cost savings and synergies that have been or are reasonably expected to be realized during the 12 months after the Closing Date or the date of the applicable Specified Transaction, as applicable, shall be given pro forma effect. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) this subsection 1.3, then any applicable financial ratio or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period test shall be calculated after giving pro forma effect thereto for such period as if such Material Disposition or Material Acquisition Specified Transaction occurred on at the first day beginning of such the applicable Test Period. For the purposes of this section, whenever . (c) Whenever pro forma effect is to be given to a Material Disposition Specified Transaction or Material Acquisition and the amount of income or earnings related theretoTransactions, the pro forma calculations shall be determined made in good faith by a Responsible Officer senior finance officer of Borrower (including the “run-rate” cost savings and synergies resulting from such Specified Transactions 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 (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that (x) with respect to the Transactions, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Specified Transaction, but prior to giving effect to such cost-saving or synergy adjustments) for such period and (y) with respect to any Specified Transaction, such cost savings or synergies for any period shall not exceed 20% of Consolidated EBITDA for such period (after giving effect to such Specified Transaction, but prior to giving effect to such cost-saving or synergy adjustments), 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 Borrower in good faith to be realizable within 12 months after the end of the fiscal quarter in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and, in each case, certified by a senior finance officer of Borrower. Comparable adjustments , which certification shall be made delivered together with reasonable supporting detail in connection respect of any such run-rate cost savings and synergies, (ii) 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 for such Test Period and (iii) the amount of any items that would be permitted to be included in financial Statements prepared in accordance with any determination Regulation S-X shall not be subject to limitations included in (x) and (y) above. (d) Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a senior finance officer of Annualized EBITDABorrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a LIBOR 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 Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Total Net Leverage Ratio for purposes of subsection 4.5(e) or subsection 8.9, the events described in subsections 1.3(b), (c) and (d) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio and the Leverage Ratio shall be calculated in the manner prescribed by this Section; provided that, when (i) calculating the Secured Leverage Ratio for purposes of the definition of ECF Percentage and (ii) calculating the Leverage Ratio for purposes of actual compliance with Section 6.11 (as opposed to a pro forma calculation in accordance with Section 6.11 for purposes of another provision), the events described in Sections 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 the purposes of calculating Annualized EBITDA the Secured Leverage Ratio and the Leverage Ratio, Specified Transactions that have been completed by the Borrower or any of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “the Subsidiaries during the applicable Test Period”), (i) if at any time from Period or subsequent to the period commencing on the first day end of such Test Period Period, and ending on prior to or simultaneously with the last day of such Test Period (or, in event with respect to which the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) 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 such the applicable Test Period; and (iii) if during . If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Restricted other Subsidiary since the beginning of such Test Period shall have entered into completed any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section, Annualized EBITDA of Borrower then the Secured Leverage Ratio and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Leverage Ratio shall be calculated after giving pro forma effect thereto for such period as if such Material Disposition Specified Transaction occurred at the beginning of the applicable Test Period. (c) In the event that the Borrower or Material Acquisition any Subsidiary incurs, assumes, Guarantees, redeems, repays, retires or extinguishes any Indebtedness 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 commitments to further extensions thereunder terminated), subsequent to the end of the Test Period with regard to which the Secured Leverage Ratio and the 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 made, the Secured Leverage Ratio and the Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, redemption, repayment, retirement or extinguishment of Indebtedness and the resulting proceeds therefrom, as if the same had occurred on the last day of the applicable Test Period. (d) All pro forma calculations permitted or required to be made by the Borrower or any 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, (ii) pro forma adjustments for the amount of cost savings, operating expense reductions and other operating improvements relating to the Merger that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to be realized within 18 months following the consummation of the Merger, and (iii) pro forma adjustments for the amount of cost savings, operating expense reductions and other operating improvements relating to other Specified Transactions that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to be realized within 12 months of the date of such Specified Transaction, 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 the Borrower and the Subsidiaries, 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 Consolidated 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 Consolidated EBITDA pursuant to clauses (ii) and (iii) above for any period of four consecutive fiscal quarters shall not exceed an amount equal to 25% of Consolidated EBITDA (such Test Period. For the purposes of this section, whenever Consolidated EBITDA being calculated before giving effect to any pro forma effect is to be given to a Material Disposition or Material Acquisition adjustments described in clauses (ii) and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA(iii) above).

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA and any financial ratio or test, including the First Lien Net Leverage Ratio and the Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.08; provided that, notwithstanding anything to the contrary in clause (b), (c) or (d) of this Section 1.08, when calculating the First Lien Net Leverage Ratio for purposes of Section 2.03(b)(i), the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For the purposes of calculating Annualized Consolidated EBITDA of Borrower and its Restricted Subsidiariesany financial ratios or tests, on a consolidated basisincluding the First Lien Net Leverage Ratio and the Net Leverage Ratio, for any period Specified Transactions (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the applicable Test Period or (ii) subsequent to such Material Acquisition (Test Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio 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 such the applicable Test Period; and (iii) if during such . If since the beginning of 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 Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.08, Annualized then the First Lien Net Leverage Ratio and the Net Leverage Ratio and Consolidated EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 1.08. (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer responsible financial or accounting officer of Borrower. Comparable adjustments the Borrower and may include, for the avoidance of doubt, the amount of “run rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or reasonably expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits theretofore realized during such period from such actions; provided that any such projected “run rate” cost savings, operating expense reductions and synergies shall only be permitted to be included to the extent consistent with the requirements applicable to pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the First Lien Net Leverage Ratio and the Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under the ABL Facility or any other revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the First Lien Net Leverage Ratio and the Net Leverage Ratio shall be made in connection with any determination calculated giving pro forma effect to such incurrence or repayment of Annualized EBITDAIndebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period.

Pro Forma Calculations. (i) For the purposes of calculating Annualized EBITDA the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio and the Consolidated Senior Secured Leverage Ratio, each Specified Transaction and the following transactions in connection therewith (to the extent applicable) and not for other purposes (including pricing or the applicable percentage for Excess Cash Flow prepayments) shall be deemed to have occurred as of Borrower and its Restricted Subsidiariesthe first day of the Measurement Period: (a) historical income statement items (whether positive or negative) attributable to the property or Person, on a consolidated basisif any, for any period (a “Test Period”)subject to such Specified Transaction, (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of a disposition of all or substantially all Equity Interests in any pro forma calculation required to be made pursuant hereto in respect Restricted Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Restricted Subsidiaries or a designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is Subsidiary, shall be excluded, and (ii) in the case of a Material Disposition purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all or substantially all of the Equity Interests in a Person or a designation of an Unrestricted a Subsidiary as a Restricted Subsidiary that is a Material AcquisitionSubsidiary, ending on shall be included, (b) any repayment, repurchase, retirement, redemption, satisfaction, and discharge or defeasance of Indebtedness, Disqualified Stock or Preferred Stock, and (c) any Indebtedness Incurred or assumed by the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any of its Restricted Subsidiary Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have made any Material Disposition, an implied rate of interest for the Annualized EBITDA applicable period for such Test Period shall purposes of this definition determined by utilizing the rate which is or would be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable in effect with respect to such assets; Indebtedness as at the relevant date of determination (ii) taking into account any hedging obligations applicable to such Indebtedness if during such Test Period Borrower or any Restricted Subsidiary shall have made hedging obligation has a Material Acquisition, Annualized EBITDA remaining term in excess of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including 12 months). If since the incurrence or assumption beginning of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period 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 Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.03(c), Annualized EBITDA of Borrower then the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio and its Restricted Subsidiariesthe Consolidated Senior Secured Leverage Ratio, on a consolidated basis, for such Test Period shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 1.03(c). (ii) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer and in a manner reasonably acceptable to the Administrative Agent. (iii) In connection with any Limited Condition Transaction and any related transactions (including any financing thereof), at the Borrower’s election, (a) compliance with any requirement relating to the absence of Borrower. Comparable adjustments shall a Default or an Event of Default may be made determined as of the date (the “LCT Determination Date”) (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and not as of any later date as would otherwise be required under this Agreement, and (b) any calculation of the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio or any other financial measure, or any amount based on Total Assets, Consolidated EBITDA or a percentage of Total Assets or Consolidated EBITDA, or any other determination under any basket or ratio under this Agreement, or any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement, may be made as of Annualized EBITDAthe LCT Determination Date and, to the extent so made, will not be required to be made at any later date as would otherwise be required under this Agreement; provided that (1) the determinations in clauses (a) and (b) above shall give Pro Forma Effect to such Limited Condition Transaction and any related transactions (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) and (2) compliance with such ratios, baskets or amounts (and any related requirements and conditions) shall not be determined or tested at any time after the LCT Determination Date for such Limited Condition Transaction and any actions or transactions related thereto (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof). For purposes of determining compliance with any ratio, basket or amount on the LCT Determination Date, Consolidated Interest Expense for purposes of the Consolidated Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as determined by the Borrower in good faith, which determination shall be conclusive. For the avoidance of doubt, if the Borrower makes such an election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Determination Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates, in Consolidated EBITDA 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, baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower makes such an election, any subsequent calculation of any such ratio, basket or amount (unless the definitive agreement for, or firm offer in respect of, such Limited Condition Transaction (in the case of an acquisition or Investment) is terminated or expires without its consummation or such notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment is revoked or expires without consummation) shall be calculated both (1) giving Pro Forma Effect to such Limited Condition Transaction and any related transactions (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) and (2) assuming such Limited Condition Transaction and any related transactions (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) have not been consummated.

Pro Forma Calculations. For (a) Notwithstanding anything to the contrary herein, the Consolidated Leverage Ratio, the Consolidated Interest Coverage Ratio and Liquidity shall be calculated in the manner prescribed by this Section 1.3; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.3, when calculating the Consolidated Leverage Ratio, the Consolidated Interest Coverage Ratio and Liquidity for the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from determining actual compliance (not Pro Forma Compliance or compliance on a Pro Forma Basis) with the period commencing on Financial Covenants and (ii) determining the first day of such Test Period and ending on Applicable Margin, the last day of such Test Period (or, events described in this Section 1.3 that occurred subsequent to the case of any pro forma calculation required to be made pursuant hereto in respect end of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such applicable Test Period shall not be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving given pro forma effect thereto effect. (including b) For purposes of calculating the Consolidated Leverage Ratio, the Consolidated Interest Coverage Ratio and Liquidity, Pro Forma Transactions (and the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the applicable Test Period or (ii) subsequent to such Material Acquisition (Test Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio is made shall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of such the applicable Test Period; and (iii) if during such . If since the beginning of 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 Restricted Subsidiary of its Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Pro Forma Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.3, Annualized EBITDA of Borrower then the Consolidated Leverage Ratio, the Consolidated Interest Coverage Ratio and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Liquidity shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 1.3. (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoPro Forma Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer of the Borrower (and approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed) in a manner consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and take into account with respect to any acquisition or disposition, without duplication, the Consolidated EBITDA (as determined in good faith by the Borrower) of any Person or line of business acquired or disposed of. Comparable adjustments Any such pro forma calculation shall be 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 realized on the first day of the relevant Test Period). (d) In the event that the Borrower or any 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 Leverage Ratio and the Consolidated Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the 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 Leverage Ratio and the Consolidated Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or Repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Consolidated Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Consolidated Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). If interest on a Capital Lease Obligation is being given pro forma effect, it 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 connection such Capital Lease Obligation in accordance with GAAP. To the extent it is being given pro forma effect, interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) To the extent that the Borrower is required to demonstrate Pro Forma Compliance with the Financial Covenants at any determination of Annualized EBITDAtime prior to the date on which financial statements for December 31, 2011 are required to be delivered, the Borrower will be required to demonstrate compliance with the covenant levels then in effect for December 31, 2011 with respect to the most recent Test Period prior to such time.

Pro Forma Calculations. For the 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, Consolidated EBITDA shall, for all purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiariesset forth herein, be calculated with respect to such period on a consolidated basispro forma basis after giving effect to such Permitted Acquisition, acquisition or Significant Asset Sale (and any related repayment of Indebtedness) (including, without duplication, (a) all pro forma adjustments permitted or required by Article 11 of Regulation S-X under the Securities Act of 1933, as amended, (b) pro forma adjustments for designation of any period Subsidiary as an Unrestricted Subsidiary and any Unrestricted Subsidiary as a Subsidiary in accordance with the definition of “Unrestricted Subsidiary” (a “Test PeriodSubsidiary Designation”), and (ic) if at 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 time from the period commencing 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 Test Period and ending on period); provided that at the last day election of the Borrower, such Test Period (or, in the case of any pro forma calculation adjustment shall not be required to be made pursuant hereto determined for any Permitted Acquisition or other acquisition if the aggregate consideration paid in respect connection with such acquisition is less than $75,000,000; provided further that all such adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the designation Borrower), assuming, for purposes of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material making such calculations, such Permitted Acquisition, ending on the date such Material Disposition Subsidiary Designation, acquisition permitted pursuant to Section 6.04 or Material Acquisition is consummated after giving effect theretoSignificant Asset Sale (and related repayment of Indebtedness), Borrower or and any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower other Permitted Acquisitions and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition Significant Asset Sales (and the incurrence or assumption related repayment of any such Indebtedness) occurred that have been consummated during the period, had been consummated on the first day of such Test Periodperiod; 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 (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning other prior additions in respect of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment period pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDASection 1.03.

Pro Forma Calculations. For (1) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Leverage Ratio or the Consolidated Cash Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.4; provided that notwithstanding anything to the contrary in Section 1.4(2) or 1.4(3). (2) Notwithstanding anything to the contrary herein, but subject to Section 1.5 and Section 1.6(2), for purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiariesany financial ratio or test, on a consolidated basis, for Specified Transactions (with any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewiththerewith to be subject to Section 1.6(3)) that have been made (i) during the applicable Test Period and (ii) if applicable as if described in Section 1.4(1), subsequent to such Material Acquisition (Test Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio 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 (or, in case of such the determination of Consolidated Total Assets, the last day) of the applicable Test Period; and (iii) if during such . If since the beginning of 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 Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause this Section 1.4, then such financial ratio or test (or Consolidated Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.4. (3) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness or issues or redeems Disqualified Stock or Preferred Stock included in the calculations of any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and accompanied by a permanent commitment reduction), (i) during the applicable Test Period or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA subject to Section 1.4(1) subsequent to the end of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such 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 after giving pro forma effect thereto to such incurrence or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, to the extent required, as if such Material Disposition or Material Acquisition the same had occurred (x) in the case of any leverage-based ratio, on the last day of the applicable Test Period and (y) in the case of any cash interest coverage ratio, on the first day of such the applicable Test Period. (4) Subject to Section 1.6(4) and 1.6(5), the interest on any Indebtedness and dividends or distributions on any Disqualified Stock or Preferred Stock, in each case, assumed to be outstanding pursuant to preceding clause (d) shall be calculated as if such Indebtedness, Disqualified Stock or Preferred Stock had borne interest or accrued dividends or disbursements at (x) the rate applicable thereto, in the case of fixed rate Indebtedness, Disqualified Stock or Preferred Stock or (y) the rates which would have been applicable thereto during the respective period when same was deemed outstanding, in the case of floating rate Indebtedness (although interest expense with respect to any Indebtedness for periods while same was actually outstanding during the respective period shall be calculated using the actual rates applicable thereto while same was actually outstanding); provided that all Indebtedness (whether actually outstanding or deemed outstanding) bearing interest at a floating rate of interest shall be tested on the basis of the rates applicable at the time the determination is made pursuant to said provisions. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS. For the purposes of this sectionmaking the computation referred to above, whenever interest on any Indebtedness under a revolving credit facility computed with a pro forma effect is to basis shall be given to computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in Section 1.4(1). Interest on Indebtedness that may optionally be determined at an interest rate based upon a Material Disposition factor of a prime or Material Acquisition and the amount of income similar rate, a eurocurrency interbank offered rate, or earnings related theretoother rate, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDAto 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. For (a) Notwithstanding anything to the contrary herein, the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.3; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.3, when calculating the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio for the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from determining actual compliance (not Pro Forma Compliance or compliance on a Pro Forma Basis) with the period commencing on Financial Covenants and (ii) determining the first day of such Test Period and ending on Applicable Margin, the last day of such Test Period (or, events described in this Section 1.3 that occurred subsequent to the case of any pro forma calculation required to be made pursuant hereto in respect end of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such applicable Test Period shall not be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving given pro forma effect thereto effect. (including b) For purposes of calculating the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio, Pro Forma Transactions (and the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the applicable Test Period or (ii) subsequent to such Material Acquisition (Test Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio is made shall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of such the applicable Test Period; and (iii) if during such . If since the beginning of 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 Restricted Subsidiary of its Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Pro Forma Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.3, Annualized EBITDA of Borrower then the Consolidated Leverage Ratio and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Consolidated Interest Coverage Ratio shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 1.3. (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoPro Forma Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer of the Borrower (and approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed) in a manner consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and take into account with respect to any acquisition or disposition, without duplication, the Consolidated EBITDA (as determined in good faith by the Borrower) of any Person or line of business acquired or disposed of. Comparable adjustments Any such pro forma calculation shall be 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 realized on the first day of the relevant Test Period). (d) In the event that the Borrower or any 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 Leverage Ratio and the Consolidated Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes unless such repayment of Indebtedness is accompanied by a corresponding permanent reduction of the commitment of such revolving credit facility), (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 Leverage Ratio and the Consolidated Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or Repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Consolidated Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Consolidated Interest Coverage Ratio. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). If interest on a Capital Lease Obligation is being given pro forma effect, it 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 connection such Capital Lease Obligation in accordance with GAAP. To the extent it is being given pro forma effect, interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) To the extent that the Borrower is required to demonstrate Pro Forma Compliance with the Financial Covenants at any determination of Annualized EBITDAtime prior to the date on which financial statements for June 30, 2013 are required to be delivered, the Borrower will be required to demonstrate compliance with the covenant levels then in effect for June 30, 2013 with respect to the most recent Test Period prior to such time.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA and any financial ratio or test, including the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio, the Secured Leverage Ratio (whether in connection with testing the satisfaction of the Payment Conditions or otherwise), shall be calculated in the manner prescribed by this Section 1.8; provided that, notwithstanding anything to the contrary in this Section 1.8, when calculating the Consolidated Fixed Charge Coverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.1, the events described in this Section 1.8 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect. (b) For the purposes of calculating Annualized Consolidated EBITDA and any financial ratio or test, including the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, Specified Transactions (and the incurrence or repayment of Borrower and its Restricted Subsidiariesany Indebtedness in connection therewith, on a consolidated basis, for any period subject to clause (a “Test Period”), c) of this Section 1.8) that have been made (i) if at during the applicable Test Period or (ii) subject to the proviso set forth in clause (a) of this Section 1.8, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any time from 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 period commencing component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of such Test Period and ending on the last day of such applicable Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect Total Assets, on the last day of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or applicable Test Period). If since the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption beginning of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into Borrower a Loan Party or any Restricted Subsidiary since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause this Section 1.8, then the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.8. (c) In the event that any Loan Party or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA subsequent to the end of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, as applicable, shall be calculated after giving pro forma effect thereto 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 (with respect to any calculation of the Net Leverage Ratio or the Secured Leverage Ratio) or the first day of the applicable Test Period (with respect to any calculation of the Consolidated Fixed Charge Coverage Ratio or the Interest Coverage Ratio). (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 Financial Officer of the Lead Administrative Borrower (it being understood that pro forma adjustments need not be prepared in compliance with Regulation S-X) and may include, for the avoidance of doubt, the amount of Expected Cost Savings projected by the Lead Administrative Borrower in good faith to be realized as a result of action that is taken, committed to be taken or reasonably expected to be taken (calculated on a pro forma basis as though such Material Disposition or Material Acquisition occurred Expected Cost Savings had been realized on the first day of such Test Period and as if such Expected Cost Savings were realized during the entirety of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made ) in connection with any Business Optimization Initiative relating to such Specified Transaction, net of the amount of actual amounts realized during such Test Period from such actions; provided that (i) such Expected Cost Savings are reasonably identifiable and factually supportable (in the good faith determination of Annualized the Lead Administrative Borrower), (ii) the relevant action resulting in (or substantial steps towards the relevant action that would result in) such Expected Costs Savings must either be taken or reasonably expected to be taken within eighteen (18) months after the date of such Specified Transaction, (iii) no amounts shall be added pursuant to this clause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such Test Period, and (iv) amounts added back pursuant to this clause (d), when taken together with any such similar adjustments made in accordance with clause (a)(ix) of the definition of “Consolidated EBITDA”, shall not exceed 25% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to such addbacks). (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Lead Administrative Borrower to be 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 Eurocurrencyan interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Lead Administrative Borrower may designate.

Pro Forma Calculations. For the purposes of calculating Annualized Adjusted EBITDA, Consolidated Total Assets and any financial ratios or tests, including the ratio of Net Funded Secured Debt to Adjusted EBITDA, Total Net Funded Debt to Adjusted EBITDA of Borrower and its Restricted Subsidiariescompliance with covenants determined by reference to Adjusted EBITDA or Consolidated Total Assets, on a consolidated basisMunicipal Waste Contracts and Put-or-Pay Agreements that have been entered into and , for any period Specified Transactions that have been made and Sustainability Projects (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made, in each case, (i) during the applicable period or (ii) subsequent to such Material Acquisition period and prior to or simultaneously with the event for which the calculation of Adjusted EBITDA, Consolidated Total Assets or any such ratio is made shall be calculated on a pro forma basis (x) assuming that all such Municipal Waste Contracts and Put-or-Pay Agreements shall have been entered into and all such Specified Transactions had occurred or Sustainability Projects were in existence (and any increase or decrease in Adjusted EBITDA and Consolidated Total Assets and the incurrence component financial definitions used therein attributable to any Specified Transaction or assumption of any such IndebtednessSustainability Project) had occurred on the first day of such Test Period; the applicable period and (iiiy) if during including projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Test Period Municipal Waste Contracts and , Put-or-Pay Agreements or Sustainability Projects. If since the beginning of any applicable period (i) any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Canadian Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into any Material Disposition Municipal Waste Contract or Material Acquisition Put-or-Pay Agreements or , made any Specified Transaction or have a Sustainability Project that would have required an adjustment pursuant to clause (i) this section or (ii) above if made by Borrower or any Sustainability Entity since the beginning of such period shall have a Restricted Subsidiary during such Test PeriodSustainability Project, Annualized then the financial ratios, Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Consolidated Total Assets shall be calculated after giving to give pro forma effect thereto as if in accordance with this Section 1.7. For greater certainty, with respect to adjustments to Adjusted EBITDA with respect to any Municipal Waste Contract or Put-or-Pay Agreement, (a) Projected Run Rate EBITDA shall be used for each 12-month period commencing on the later of (1) the date of execution of the contract and (2) nine months and one day prior to the Service Commencement Date and ending on that date which is three months after the Service Commencement Date, (b) for any 12-month period ending more than three months after the Service Commencement Date but not more than 15 months after the Service Commencement Date, actual EBITDA generated by and attributable to the relevant contract shall be included for each month which is more than three months after the Service Commencement Date and Projected Run Rate EBITDA, pro-rated for the balance of the relevant 12-month period, shall be used for each month in such Material Disposition or Material Acquisition occurred period ended on the last day of the third month after the Service Commencement Date (such that Adjusted EBITDA determined at the end of the fourth month following the Service Commencement Date shall be the sum of actual EBITDA for such fourth month plus 11/12 of the 12-month Projected Run Rate EBITDA), and (c) for any 12-month period ending more than 15 months after the Service Commencement Date, only actual EBITDA shall be used and there shall be no adjustment with respect to the relevant contract. To avoid duplication, the actual EBITDA generated during the 12-month period ending three months after the Service Commencement Date shall be deducted from the calculation of Adjusted EBITDA for the relevant contract. For greater certainty, with respect to adjustments to Adjusted EBITDA with respect to any Sustainability Project, (a) Projected Run Rate EBITDA shall be used for the four fiscal quarter period commencing on the first day of the fiscal quarter in which the applicable Commercial Operations Date occurs provided that actual EBITDA generated by and attributable to the relevant Sustainability Project shall be included for each month for which commercial operations are conducted commencing with the first month in the first full fiscal quarter following the Commercial Operations Date and Projected Run Rate EBITDA, adjusted for the balance of the relevant four fiscal quarter period, shall be used for each other month in such Test Periodperiod (such that if the Commercial Operations Date occurs on the last day of the first month of a fiscal quarter, then (i) Adjusted EBITDA determined at the end of such fiscal quarter shall be the 12-month Projected Run Rate EBITDA, (ii) Adjusted EBITDA determined at the end of the next following fiscal quarter (being the first full fiscal quarter following the Commercial Operations Date) shall be the sum of actual EBITDA for such fiscal quarter plus the last nine months of the 12-month Projected Run Rate EBITDA, (iii) Adjusted EBITDA determined at the end of the next following fiscal quarter shall be the sum of actual EBITDA for the two fiscal quarters then ended plus the last six months of the 12-month Projected Run Rate EBITDA, and (iv) Adjusted EBITDA determined at the end of the next following fiscal quarter shall be the sum of actual EBITDA for the three fiscal quarters then ended plus the last three months of the 12-month Projected Run Rate EBITDA), and (b) thereafter, only actual EBITDA shall be used and there shall be no adjustment with respect to the relevant Sustainability Project, the foregoing as illustrated in the example set for in Schedule 1.7, provided that for each of paragraphs (a) and (b) up to a maximum of 80% of the proportionate equity share of Projected Run Rate EBITDA in respect of the applicable Sustainability Project may be included in Adjusted EBITDA for the applicable period. For Whenever Subject to the purposes of this sectionparagraph immediately below with respect to Sustainability Projects, whenever pro forma effect is to be given to a Material Disposition Municipal Waste Contract, a Put-or-Pay Agreement or Material Acquisition and the amount of income , a Specified Transaction or earnings related theretoa Sustainability Project, the pro forma calculations shall be determined made in good faith by a Responsible Officer of the Canadian Borrower and may include, for the avoidance of doubt, (x) projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Municipal Waste Contracts and , Put-or-Pay Agreements or Sustainability Projects and (y) the amount of “run rate” cost savings, operating expense reductions, restructuring charges and expenses and cost synergies projected by the Canadian Borrower in good faith to be realized as a result of specified actions taken or committed to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, restructuring charges and expenses and cost synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, restructuring charges and expenses and cost synergies were realized during the entirety of such period) relating to such Municipal Waste Contract or , Put-or-Pay Agreement or Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken or committed to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that (A) with respect to clause (y) above, such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Canadian Borrower. Comparable adjustments ), (B) with respect to clause (y) above, such actions are taken or committed to be taken no later than eighteen (18) months after the date of such Specified Transaction or entry into such Municipal Waste Contract, (C) no amounts shall be added pursuant to this Section 1.1.6.1 1.7 to the extent duplicative of any amounts that are otherwise added back in computing Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that, subject to compliance with the other provisions of this section, amounts to be included in pro forma calculations pursuant to this section may be included in periods in which the Municipal Waste Contract or , Put-or-Pay Agreement or , Specified Transaction or Sustainability Project to which such amounts relate to is no longer being given pro forma effect pursuant to this section. In addition, for pro forma calculations with respect to any Sustainability Project, the following shall apply: (x) the pro forma adjustments referred to in the paragraph immediately above may be made commencing on the Commercial Operations Date for such Sustainability Project, (y) a commodity price index mutually agreeable to the Canadian Borrower and the Administrative Agent, acting reasonably, shall be used for the applicable commodity to which such Sustainability Project relates, it being agreed that for renewable natural gas the following are acceptable indices: “RIN” from the “Oil Price Information Service” or “Brown Gas” from “Bloomberg”, and (z) the aggregate amount of Adjusted EBITDA for all Sustainability Entities referred to in connection subsection (ii) of such definition included in any period pursuant to this Agreement shall not exceed an amount equal to 5.0% of the Adjusted EBITDA of the Canadian Borrower for the same period. In the event that the Canadian Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge, escrow or similar arrangements) any Indebtedness included in the calculations of the ratio of Net Funded Secured Debt to Adjusted EBITDA (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 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 determination such ratio is made, then the ratio of Annualized EBITDANet Funded Secured Debt to Adjusted EBITDA 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 period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date such calculation is being made had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness). Interest on Financial Leases and Other Leases shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Canadian Borrower to be the rate of interest implicit in such Financial Lease or Other Lease, as applicable, in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency Rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Canadian Borrower may designate. It is expressly understood and agreed that pro forma adjustments and calculations need not be prepared in compliance with Regulation S-X; provided that, to the extent any pro forma adjustments pursuant to this Section 1.1.6 are not in compliance with Regulation S-X, the aggregate amount of such add-backs to Adjusted EBITDA shall be subject to the 20% limitation set forth in Section 1.1.6.1.9.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Consolidated Secured Debt Ratio and the Consolidated Total Debt Ratio shall be calculated in the manner prescribed by this Section 11.7. (b) For the purposes of calculating Annualized EBITDA the Consolidated Secured Debt Ratio and the Consolidated Total Debt Ratio, any (x) Permitted Acquisition, (y) acquisition of Borrower and its Restricted Subsidiariesassets which constitutes all or substantially all of a company, on a consolidated basisdivision, for any period operating unit, segment, business, line of business or chemicals generation or production facility or (z) Disposition (each a “Test PeriodSubject Transaction”), ) (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the applicable testing period or (ii) subsequent to such Material Acquisition (testing period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio is made shall be calculated on a pro forma basis assuming that all such Subject Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Subject Transaction) had occurred on the first day of such Test Period; and (iii) if during such Test Period the applicable testing period. If since the beginning of any applicable testing period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into Borrower any Credit Party or any of their Restricted Subsidiary Subsidiaries since the beginning of such Test Period testing period shall have entered into made any Material Disposition or Material Acquisition Subject Transaction that would have required an adjustment pursuant to clause this Section 11.7, then the Consolidated Secured Debt Ratio and the Consolidated Total Debt Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 11.7. (c) In the event that any Credit Party or any of their Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Secured Debt Ratio or the Consolidated Total Debt Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable testing period or (ii) above if made by Borrower subsequent to the end of the applicable testing period and prior to or a Restricted Subsidiary during simultaneously with the event for which the calculation of any such Test Periodratio is made, Annualized EBITDA of Borrower then the Consolidated Secured Debt Ratio and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Consolidated Total Debt Ratio shall be calculated after giving pro forma effect thereto to such incurrence or repayment of Indebtedness, to the extent required, as if such Material Disposition or Material Acquisition the same had occurred on the first last day of such Test Period. For the purposes of this section, whenever applicable testing period. (d) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSubject Transaction, the pro forma calculations shall be made on a pro forma basis (including pro forma adjustments (solely to the extent that such adjustments are (A) made consistent with the definition of Consolidated EBITDA and (B) (x) are of the type that would be permitted pursuant to Article XI of Regulation S-X under the Securities Act of 1933 (as amended) and as interpreted by the staff of the Securities and Exchange Commission or (y) are reasonably consistent with the purposes of such Regulation S-X as determined in good faith by a Responsible Officer the Borrower and reasonably acceptable to Administrative Agent)) using, if available, the historical financial statements of Borrower. Comparable adjustments any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Axiall and its Subsidiaries which shall be made reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). (e) in connection with any Permitted Acquisition that is a Limited Condition Transaction, for purposes of determining compliance with any test or covenant contained in this Agreement during any period which requires the calculation of any ratio or any basket that is measured as a percentage of Consolidated EBITDA, Consolidated Net Tangible Assets or Consolidated Total Assets, and, at the 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 Annualized any such ratios or baskets shall be deemed to be the date the definitive agreements for such Permitted Acquisition are entered into (the “LCA Test Date”) and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent testing period ending prior to the LCA Test Date, Axiall or its Restricted Subsidiaries 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 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 any such ratio or basket, including fluctuations in Consolidated EBITDA, Consolidated Net Tangible Assets or Consolidated Total Assets of Axiall or the target Person(s) 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 Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Permitted Acquisition on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated both (i) on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) on a stand-alone basis without giving effect to such Limited Condition Transaction and other transactions in connection therewith.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA and any financial ratio or test, including the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio, the Secured Leverage Ratio (whether in connection with testing the satisfaction of the Payment Conditions or otherwise), shall be calculated in the manner prescribed by this Section 1.8; provided that, notwithstanding anything to the contrary in this Section 1.8, when calculating the Consolidated Fixed Charge Coverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.1, the events described in this Section 1.8 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect. (b) For the purposes of calculating Annualized Consolidated EBITDA and any financial ratio or test, including the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, Specified Transactions (and the incurrence or repayment of Borrower and its Restricted Subsidiariesany Indebtedness in connection therewith, on a consolidated basis, for any period subject to clause (a “Test Period”), c) of this Section 1.8) that have been made (i) if at during the applicable Test Period or (ii) subject to the proviso set forth in clause (a) of this Section 1.8, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any time from 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 period commencing component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of such Test Period and ending on the last day of such applicable Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect Total Assets, on the last day of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or applicable Test Period). If since the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption beginning of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into Borrower a Loan Party or any Restricted Subsidiary since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause this Section 1.8, then the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.8. (c) In the event that any Loan Party or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA subsequent to the end of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, as applicable, shall be calculated after giving pro forma effect thereto 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 (with respect to any calculation of the Net Leverage Ratio or the Secured Leverage Ratio) or the first day of the applicable Test Period (with respect to any calculation of the Consolidated Fixed Charge Coverage Ratio or the Interest Coverage Ratio). (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 Financial Officer of the Borrower (it being understood that pro forma adjustments need not be prepared in compliance with Regulation S-X) and may include, for the avoidance of doubt, the amount of Expected Cost Savings projected by the Borrower in good faith to be realized as a result of action that is taken, committed to be taken or reasonably expected to be taken (calculated on a pro forma basis as though such Material Disposition or Material Acquisition occurred Expected Cost Savings had been realized on the first day of such Test Period and as if such Expected Cost Savings were realized during the entirety of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made ) in connection with any Business Optimization Initiative relating to such Specified Transaction, net of the amount of actual amounts realized during such Test Period from such actions; provided that (i) such Expected Cost Savings are reasonably identifiable and factually supportable (in the good faith determination of Annualized the Borrower), (ii) the relevant action resulting in (or substantial steps towards the relevant action that would result in) such Expected Costs Savings must either be taken or reasonably expected to be taken within eighteen (18) months after the date of such Specified Transaction, (iii) no amounts shall be added pursuant to this clause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such Test Period, and (iv) amounts added back pursuant to this clause (d), when taken together with any such similar adjustments made in accordance with clause (a)(ix) of the definition of “Consolidated EBITDA”, shall not exceed 25% of Consolidated EBITDA for such Test Period (calculated before giving effect to such addbacks). (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the 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 SOFR rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate.

Pro Forma Calculations. For the Solely for purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for determining whether any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required action is otherwise permitted to be made pursuant hereto in respect of taken hereunder, the designation of a Restricted Subsidiary Consolidated Total Net Leverage Ratio shall be calculated as an Unrestricted Subsidiary follows: (a) In the event that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made incurs, assumes, guarantees, redeems, retires or extinguishes any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal Indebtedness subsequent to the Annualized EBITDA (if positive) commencement of the period for which such Test Period attributable ratio is being calculated but prior to or simultaneously with the assets event for which are the subject calculation of such Material Disposition or increased by an amount equal to the Annualized EBITDA ratio is made (if negative) for a “Ratio Calculation Date”), then such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period ratio shall be calculated after giving pro forma effect thereto (including the incurrence to such incurrence, assumption, guarantee, redemption, retirement or assumption extinguishment of any Indebtedness in connection therewith) as if the same had occurred at the beginning of the applicable four-quarter period. (b) For purposes of making the computation referred to above, if any acquisitions, Dispositions or designations of Unrestricted Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such Material Acquisition (reference period and on or prior to or simultaneously with the incurrence or assumption of any relevant Ratio Calculation Date, Consolidated EBITDA shall be calculated on a pro forma basis, assuming that all such Indebtedness) acquisitions, Dispositions and designations had occurred on the first day of the four-quarter reference 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”. If since the beginning of such Test Period; and (iii) if during such Test Period period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition acquisition or Material Acquisition Disposition, in each case with respect to a business or an operating unit of a business, that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during this provision, then such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period ratio shall be calculated after giving pro forma effect thereto for such period as if such Material acquisition or Disposition or Material Acquisition had occurred on at the first day beginning of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDAapplicable four-quarter period.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower Parent and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Parent and its Restricted Subsidiaries, on a consolidated basis, for any period (a “"Test Period”"), (i) if at any time from the period (a "Pro Forma Period") commencing on the first day of such Test Period and ending on the last day date which is ten days prior to the date of delivery of the Compliance Certificate in respect of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated consummated, after giving effect thereto), Borrower Parent or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets, and Annualized Interest Expense for such Test Period shall be reduced by an amount equal to the Annualized Interest Expense for such Test Period attributable to any Indebtedness of Parent or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged in connection with such Material Disposition (or, if the capital stock of any Restricted Subsidiary is sold (pursuant to a merger or otherwise), the Annualized Interest Expense for such Test Period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent Parent and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Material Disposition); (ii) if during such Test Pro Forma Period Borrower Parent or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower Parent and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Parent and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Pro Forma Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower Parent or any Restricted Subsidiary since the beginning of such Test Pro Forma Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower Parent or a Restricted Subsidiary during such Test Pro Forma Period, Annualized EBITDA of Borrower Parent and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Parent and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and Acquisition, the amount of income or earnings related theretothereto and the amount of Annualized Interest Expense associated with any Indebtedness discharged or incurred in connection therewith, the pro forma calculations shall be determined in good faith by a Responsible Officer of BorrowerParent. If any Indebtedness bears a floating rate of interest and the incurrence or assumption thereof is being given pro forma effect, the Annualized Interest Expense on such Indebtedness shall be calculated as if the rate in effect on the last day of the relevant Pro Forma Period had been the applicable rate for the entire relevant Test Period (taking into account any interest rate protection agreement applicable to such Indebtedness if such interest rate protection agreement has a remaining term in excess of 12 months). Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. For the purposes of calculating Annualized Adjusted EBITDA, Consolidated Total Assets and any financial ratios or tests, including the ratio of Net Funded Secured Debt to Adjusted EBITDA, Total Net Funded Debt to Adjusted EBITDA of Borrower and its Restricted Subsidiariescompliance with covenants determined by reference to Adjusted EBITDA or Consolidated Total Assets, on a consolidated basis, for any period Municipal Waste Contracts and Put- or-Pay Agreements that have been entered into and Specified Transactions (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made, in each case, (i) during the applicable period or (ii) subsequent to such Material Acquisition period and prior to or simultaneously with the event for which the calculation of Adjusted EBITDA, Consolidated Total Assets or any such ratio is made shall be calculated on a pro forma basis (x) assuming that all such Municipal Waste Contracts and Put-or-Pay Agreements shall have been entered into and all such Specified Transactions (and any increase or decrease in Adjusted EBITDA and Consolidated Total Assets and the incurrence or assumption of component financial definitions used therein attributable to any such IndebtednessSpecified Transaction) had occurred on the first day of such Test Period; the applicable period and (iiiy) if during including projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Test Period Municipal Waste Contracts and Put-or-Pay Agreements. If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Canadian Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into any Material Disposition Municipal Waste Contract or Material Acquisition Put-or-Pay Agreements or made any Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis section, Annualized then the financial ratios, Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Consolidated Total Assets shall be calculated after giving to give pro forma effect thereto as if such Material Disposition in accordance with this Section 1.7. For greater certainty, with respect to adjustments to Adjusted EBITDA with respect to any Municipal Waste Contract or Material Acquisition occurred Put-or-Pay Agreement, (a) Projected Run Rate EBITDA shall be used for each 12-month period commencing on the first later of (1) the date of execution of the contract and (2) nine months and one day prior to the Service Commencement Date and ending on that date which is three months after the Service Commencement Date, (b) for any 12-month period ending more than three months after the Service Commencement Date but not more than 15 months after the Service Commencement Date, actual EBITDA generated by and attributable to the relevant contract shall be included for each month which is more than three months after the Service Commencement Date and Projected Run Rate EBITDA, pro-rated for the balance of the relevant 12-month period, shall be used for each month in such period ended on the last day of the third month after the Service Commencement Date (such Test Periodthat Adjusted EBITDA determined at the end of the fourth month following the Service Commencement Date shall be the sum of actual EBITDA for such fourth month plus 11/12 of the 12-month Projected Run Rate EBITDA), and (c) for any 12-month period ending more than 15 months after the Service Commencement Date, only actual EBITDA shall be used and there shall be no adjustment with respect to the relevant contract. For To avoid duplication, the purposes actual EBITDA generated during the 12-month period ending three months after the Service Commencement Date shall be deducted from the calculation of this section, whenever Adjusted EBITDA for the relevant contract. Whenever pro forma effect is to be given to a Material Disposition Municipal Waste Contract, a Put-or-Pay Agreement or Material Acquisition and the amount of income or earnings related theretoa Specified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer of the Canadian Borrower and may include, for the avoidance of doubt, (x) projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Municipal Waste Contracts and Put-or-Pay Agreements and (y) the amount of “run rate” cost savings, operating expense reductions, restructuring charges and expenses and cost synergies projected by the Canadian Borrower in good faith to be realized as a result of specified actions taken or committed to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, restructuring charges and expenses and cost synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, restructuring charges and expenses and cost synergies were realized during the entirety of such period) relating to such Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken or committed to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that (A) with respect to clause (y) above, such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Canadian Borrower. Comparable adjustments ), (B) with respect to clause (y) above, such actions are taken or committed to be taken no later than eighteen (18) months after the date of such Specified Transaction or entry into such Municipal Waste Contract, (C) no amounts shall be added pursuant to this Section 1.1.6.1 to the extent duplicative of any amounts that are otherwise added back in computing Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that, subject to compliance with the other provisions of this section, amounts to be included in pro forma calculations pursuant to this section may be included in periods in which the Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to this section. In the event that the Canadian Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge, escrow or similar arrangements) any Indebtedness included in the calculations of the ratio of Net Funded Secured Debt to Adjusted EBITDA (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 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 the ratio of Net Funded Secured Debt to Adjusted EBITDA 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 period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date such calculation is being made had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness). Interest on Financial Leases and Other Leases shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Canadian Borrower to be the rate of interest implicit in connection such Financial Lease or Other Lease, as applicable, in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency Rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Canadian Borrower may designate. It is expressly understood and agreed that pro forma adjustments and calculations need not be prepared in compliance with Regulation S-X; provided that, to the extent any determination pro forma adjustments pursuant to this Section 1.1.6 are not in compliance with Regulation S-X, the aggregate amount of Annualized EBITDAsuch add-backs to Adjusted EBITDA shall be subject to the 20% limitation set forth in Section 1.1.6.1.9.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, (a) The Fixed Charge Coverage Ratio for any four-quarter reference period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto on a Pro Forma Basis (as defined below) assuming that all acquisitions, dispositions, mergers, amalgamations or consolidations, in each case with respect to an operating unit of a business, made during such four-quarter reference period (including the incurrence incurrence, redemption, retirement or assumption extinguishment of any Indebtedness Indebtedness, or the issuance or redemption of Disqualified Stock or Preferred Stock, in connection therewith) as if such Material Acquisition (and the incurrence or assumption of with any such Indebtednesstransaction) had occurred on the first day of such Test Period; and (iii) if the four-quarter reference period. If during such Test Period period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiary since the beginning of Subsidiaries during such Test Period period shall have entered into made any Material Disposition acquisition, disposition, merger, amalgamation or Material Acquisition consolidation, in each case with respect to an operating unit of a business, that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during this definition, then such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period ratio shall be calculated after giving pro forma effect thereto on a Pro Forma Basis for such period as if such Material Disposition acquisition, disposition, merger or Material Acquisition consolidation had occurred at the beginning of the applicable four-quarter period. (b) Interest on a Capitalized Lease Obligation shall be deemed to accrue at the first day 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 Test PeriodIndebtedness 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. (c) For the purposes of this sectionSection 1.08, whenever pro forma effect is “Pro Forma Basis” shall mean on a basis in accordance with GAAP and, to be given the extent applicable, reasonable assumptions that are specified in detail in the relevant Officer’s Certificate or other document provided to a Material Disposition or Material Acquisition and the amount Administrative Agent in accordance with Regulation S-X of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDASecurities Act.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.10. (b) For the purposes of calculating Annualized Consolidated EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Measurement Period”), the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, (i) if at any time from the period commencing on transaction or event with respect to which the first day of such Test Period and ending on the last day of such Test Period (or, in the case calculation of any pro forma calculation required such amount or ratio is to be made pursuant hereto to this Agreement, as applicable (and the incurrence or repayment of any Indebtedness in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect theretoconnection therewith), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; and (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower all other Pro Forma Transactions (and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (x) during the applicable Measurement Period or (y) subsequent to such Material Acquisition (Measurement Period and prior to or simultaneously with the incurrence or assumption event with respect to which the calculation of any such Indebtednessamount or ratio is being made, in each case shall be given effect to on a pro forma basis assuming that all such events or transactions referred to in clauses (i) or (ii) (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of such Test the applicable Measurement Period; and (iii) if during such Test . If since the beginning of any applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary of its Subsidiaries since the beginning of such Test Measurement Period shall have entered into made any Material Disposition or Material Acquisition Pro Forma Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.10, Annualized EBITDA of Borrower then Consolidated EBITDA, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Consolidated Total Net Leverage Ratio shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 1.10. (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoPro Forma Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer of the Borrower and shall include, without duplication, adjustments for the Consolidated EBITDA (as determined in good faith by the Borrower. Comparable adjustments ) represented by any Person or line of business acquired or disposed of. (d) In the event that the Borrower or any 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 calculation of the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (x) during the applicable Measurement Period or (y) subsequent to the end of the applicable Measurement Period and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being made, then the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio shall be made in connection with any determination calculated giving pro forma effect to such incurrence or Repayment of Annualized EBITDAIndebtedness, to the extent required, as if the same had occurred on the first day of the applicable Test Period.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “"Test Period”"), (i) if at any time from the period (a "Pro Forma Period") commencing on the first day of such Test Period and ending on the last day date which is ten days prior to the date of delivery of the Compliance Certificate in respect of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets, and Annualized Interest Expense for such Test Period shall be reduced by an amount equal to the Annualized Interest Expense for such Test Period attributable to any Indebtedness of Borrower or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged in connection with such Material Disposition (or, if the capital stock of any Restricted Subsidiary is sold (pursuant to a merger or otherwise), the Annualized Interest Expense for such Test Period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent Borrower and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Material Disposition); (ii) if during such Test Pro Forma Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Pro Forma Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Pro Forma Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Pro Forma Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and Acquisition, the amount of income or earnings related theretothereto and the amount of Annualized Interest Expense associated with any Indebtedness discharged or incurred in connection therewith, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. If any Indebtedness bears a floating rate of interest and the incurrence or assumption thereof is being given pro forma effect, the Annualized Interest Expense on such Indebtedness shall be calculated as if the rate in effect on the last day of the relevant Pro Forma Period had been the applicable rate for the entire relevant Test Period (taking into account any interest rate protection agreement applicable to such Indebtedness if such interest rate protection agreement has a remaining term in excess of 12 months). Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Rent-Adjusted Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.11; provided that notwithstanding anything to the contrary in clause (b) or (c) of this Section 1.11 when calculating the Rent-Adjusted Total Net Leverage Ratio for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the financial covenant pursuant to Section 8.12, the events described in this Section 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For the purposes of calculating Annualized EBITDA of Borrower the Rent-Adjusted Total Net Leverage Ratio, Specified Transactions (and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) except as if set forth in Section 1.11(a), subsequent to such Material Acquisition (Test Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio is made shall be calculated on a Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA or Borrower Group EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of such the applicable Test Period; and (iii) if during such . If, since the beginning of any applicable Test Period Period, any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into Borrower the Company or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause this Section 1.11, then the Rent-Adjusted Total Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.11. (c) In the event that the Company or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, prepayment, retirement, exchange, extinguishment or satisfaction and discharge) any Indebtedness included in the calculation of the Rent-Adjusted Total Net Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility), (i) or during the applicable Test Period and/or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodexcept as set forth in Section 1.11(a), Annualized EBITDA subsequent to the end of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Rent-Adjusted Total Net Leverage Ratio shall be calculated after giving pro forma effect thereto to such incurrence or repayment or discharge of Indebtedness, to the extent required, as if such Material Disposition or Material Acquisition the same had occurred on the first last day of such the applicable Test Period. For If the purposes Company or any Restricted Subsidiary provides an irrevocable notice of this sectiona redemption of any debt securities, whenever then the Rent-Adjusted Total Net Leverage Ratio shall be calculated giving pro forma effect is to be given such redemption, to the extent required, as if the same had occurred on the date the notice of redemption was delivered. . (d) When used in reference to the calculation of the Rent-Adjusted Total Net Leverage Ratio for purposes of determining actual compliance with Section 8.12 (and not Pro Forma Compliance or compliance on a Material Disposition Pro Forma Basis), references to the date of determination shall mean the last day of the relevant Fiscal Quarter then being tested. When used in reference to the calculation of the Rent-Adjusted Total Net Leverage Ratio for purposes of determining Pro Forma Compliance or Material Acquisition and compliance on a Pro Forma Basis (other than for purposes of actual compliance with Section 8.12), references to the amount date of income or earnings related thereto, determination shall mean the pro forma calculations shall be determined in good faith by calculation of the Rent-Adjusted Total Net Leverage Ratio as of the last day of the most recent Test Period on a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDAPro Forma Basis.

Pro Forma Calculations. For (a) Unless otherwise provided herein, the purposes applicable components of calculating Annualized EBITDA the Financial Covenants as of Borrower any date shall be calculated based on the most recently completed period of four consecutive fiscal quarters for which financial statements are available, and its Restricted Subsidiaries, on a consolidated pro forma basis, for shall be calculated after giving effect to the Transactions and any period (acquisition or disposition of assets with a “Test Period”)value in excess of $5,000,000, (i) if at or any time from the period commencing on the first day incurrence, payment, refinancing, restructuring or retirement of such Test Period and ending on the last day of such Test Period (orIndebtedness, in the case any designation of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the and any re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary that or any other applicable transaction for which any calculation herein is required to be made on a Material Acquisitionpro forma basis, ending in each case which occurred during the most recently completed period of four consecutive fiscal quarters for which financial statements are available or after the end of such period but on or prior to such date, as though each such transaction had occurred at the date beginning of such Material Disposition or Material Acquisition is consummated after period, including, without duplication, giving effect thereto)to (i) all pro forma adjustments permitted or required by Article 11 of Regulation S X under the Securities Act of 1933, Borrower or any Restricted Subsidiary shall have made any Material Dispositionas amended, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; and (ii) even if during inconsistent with preceding clause (i), pro forma adjustments for cost savings (net of continuing associated expenses) to the extent such Test Period Borrower cost savings are factually supportable, are expected to have a continuing impact and have been realized or any Restricted Subsidiary are reasonably expected to be realized within 12 months following such transaction; provided that all such adjustments shall have made be set forth in a Material Acquisitionreasonably detailed certificate of a Financial Officer of the Borrowing Agent), Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basisusing, for purposes of making such Test Period calculations, the historical financial statements of Holdings and the Restricted Subsidiaries which shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) reformulated as if such Material Acquisition (transaction, and any other such transactions that have been consummated during the incurrence or assumption of any such Indebtedness) occurred period, had been consummated on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Periodperiod. For the purposes of this section, whenever Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretotransaction, the pro forma calculations shall be determined made in good faith by a Responsible Financial Officer of Borrowerthe Borrowing Agent. Comparable adjustments If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be made calculated as if the rate in effect on the calculation date had been the applicable rate for the entire period (taking into account any Hedging Agreements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Borrowing Agent to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making a pro forma computation hereunder, 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 Borrowing Agent may designate. (b) Following the Exit Facility Conversion Date, and in connection with the consummation of any determination acquisition of Annualized EBITDAa business substantially similar to existing business lines to the extent such acquisition is otherwise permitted under the Loan Documents, the Borrowers may submit a calculation of the Borrowing Base on a pro forma basis with adjustments to reflect the acquisition of such business and the inclusion in the Borrowing Base of the Eligible Receivables and Eligible Inventory that will be acquired with respect thereto, and the Borrowing Base and Availability shall be increased accordingly so long as the Administrative Agent shall have completed its review of such acquired assets, including receipt of new (or, if agreed to by the Administrative Agent, recently completed) collateral audits, appraisals and field exams as the Administrative Agent shall require in its reasonable judgment, in accordance with its customary criteria consistent with standards for similar asset-based financings with respect to any such acquired assets; it being understood that (i) Orderly Liquidation Value with respect to any acquired assets shall be based on a new appraisal (or update), if required by the Administrative Agent or if not required, the appraisal (or update) then existing with respect to the applicable class of eligible assets and (ii) the Borrowers shall, for the avoidance of doubt, be allowed to utilize any increase in the Borrowing Base resulting from such adjustment for the purpose of funding the purchase of such acquired assets so long as the requisite field exams, appraisals and collateral audits have been completed. The Administrative Agent agrees to promptly undertake and diligently pursue such due diligence.

Pro Forma Calculations. For (a) Notwithstanding anything to the purposes contrary contained herein, financial ratios and tests (including the Total Leverage Ratio, the Total Rent Adjusted Leverage Ratio, the Consolidated Interest Coverage Ratio and the amount of calculating Annualized EBITDA Total Assets) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.04. (b) In the event that the Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid) subsequent to the end of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of such the applicable Test Period (orsuch incurrence, in the case assumption, guarantee, redemption, repayment, retirement or extinguishment of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material AcquisitionIndebtedness, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) same had occurred on the first day of the applicable Test Period). (c) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period; 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 (iiiand the change in Consolidated EBITDA resulting therefrom) if during had occurred on the first day of the applicable Test Period and Total Assets shall be calculated after giving effect thereto. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) this Section 1.04, then any applicable financial ratio or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period test shall be calculated after giving pro forma effect thereto for such period as if such Material Disposition or Material Acquisition Specified Transaction occurred on at the first day beginning of such the applicable Test Period. For the purposes purpose of this sectionmaking the computation referred to above, whenever 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 Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined 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 Borrowerthe Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Comparable adjustments 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 connection Section 7.10 for the Test Period ending on December 31, 2012, is required with any determination of Annualized EBITDArespect to the most recent Test Period prior to such time.

Pro Forma Calculations. (i) For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material DispositionConsolidated Interest Coverage Ratio, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to Consolidated Leverage Ratio and the Annualized EBITDA Consolidated Senior Secured Leverage Ratio, Specified Transactions (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if such Material , and in connection with any Permitted Acquisition (and the incurrence or assumption any Investment permitted hereunder, after giving effect to any intended Disposition of any such Indebtednessacquired assets pursuant to Section 7.05(g)) that have been made (A) during the period in respect of which such calculations are required to be made or (B) subsequent to such period and prior to or simultaneously with the event for which the calculation of any such ratio is made on a pro forma basis (in the case of this clause (c)(i)(B), solely with respect to determining pro forma compliance for such event, and not for other purposes (including pricing or the applicable percentage for Excess Cash Flow prepayments)) 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 in either of the foregoing attributable to any Specified Transaction) had occurred on the first day of the period in respect of which such Test Period; and (iii) if during such Test Period calculations are required to be made. If since the beginning of 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 Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.03(c), Annualized EBITDA of Borrower then the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio and its Restricted Subsidiariesthe Consolidated Senior Secured Leverage Ratio, on a consolidated basis, for such Test Period shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 1.03(c). (ii) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined 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 Borrower. Comparable adjustments shall be made the execution and delivery of the purchase agreement or other agreement related to such Limited Condition Transaction, then in connection with any determination subsequent calculation of Annualized EBITDAany 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.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio and the Leverage Ratio shall be calculated in the manner prescribed by this Section; provided that, when (i) calculating the Secured Leverage Ratio for purposes of the definition of ECF Percentage and (ii) calculating the Leverage Ratio for purposes of actual compliance with Section 6.11 (as opposed to a pro forma calculation in accordance with Section 6.11 for purposes of another provision), the events described in Sections 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 the purposes of calculating Annualized EBITDA the Secured Leverage Ratio and the Leverage Ratio, Specified Transactions that have been completed by the Borrower or any of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “the Subsidiaries during the applicable Test Period”), (i) if at any time from Period or subsequent to the period commencing on the first day end of such Test Period Period, and ending on prior to or simultaneously with the last day of such Test Period (or, in event with respect to which the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) 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 such the applicable Test Period; and (iii) if during . If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any Restricted other Subsidiary since the beginning of such Test Period shall have entered into completed any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section, Annualized EBITDA of Borrower then the Secured Leverage Ratio and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Leverage Ratio shall be calculated after giving pro forma effect thereto for such period as if such Material Disposition Specified Transaction occurred at the beginning of the applicable Test Period. (c) In the event that the Borrower or Material any Subsidiary incurs, assumes, Guarantees, redeems, repays, retires or extinguishes any Indebtedness 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 commitments to further extensions thereunder terminated), subsequent to the end of the Test Period with regard to which the Secured Leverage Ratio and the 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 made, the Secured Leverage Ratio and the Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, redemption, repayment, retirement or extinguishment of Indebtedness and the resulting proceeds therefrom, as if the same had occurred on the last day of the applicable Test Period. (d) All pro forma calculations permitted or required to be made by the Borrower or any 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, (ii) pro forma adjustments for the amount of cost savings, operating expense reductions and other operating improvements relating to the Merger or the Hotspot Acquisition, as the case may be, that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to be realized within 18 months following the consummation of the Merger, or the Hotspot Acquisition, as the case may be and (iii) pro forma adjustments for the amount of cost savings, operating expense reductions and other operating improvements relating to other Specified Transactions that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to be realized within 12 months of(or, at any time after the Acquisition occurred Closing Date, a Specified Transaction which includes a business primarily involved in the asset classes of the Borrower and its Subsidiaries, 18 months) of the date of such Specified Transaction, 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 the Borrower and the Subsidiaries, 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 Consolidated 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 Consolidated EBITDA pursuant to clauses (ii) and (iii) above for any period of four consecutive fiscal quarters shall not exceed an amount equal to 25% of Consolidated EBITDA (such Test Period. For the purposes of this section, whenever Consolidated EBITDA being calculated before giving effect to any pro forma effect is to be given to a Material Disposition or Material Acquisition adjustments described in clauses (ii) and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDA(iii) above).

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA and any financial ratio or test, including the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio, the Secured Leverage Ratio (whether in connection with testing the satisfaction of the Payment Conditions or otherwise), shall be calculated in the manner prescribed by this Section 1.8; provided that, notwithstanding anything to the contrary in this Section 1.8, when calculating the Consolidated Fixed Charge Coverage Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.1, the events described in this Section 1.8 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect. (b) For the purposes of calculating Annualized Consolidated EBITDA and any financial ratio or test, including the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, Specified Transactions (and the incurrence or repayment of Borrower and its Restricted Subsidiariesany Indebtedness in connection therewith, on a consolidated basis, for any period subject to clause (a “Test Period”), c) of this Section 1.8) that have been made (i) if at during the applicable Test Period or (ii) subject to the proviso set forth in clause (a) of this Section 1.8, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any time from 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 period commencing component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of such Test Period and ending on the last day of such applicable Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect Total Assets, on the last day of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or applicable Test Period). If since the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption beginning of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into Borrower a Loan Party or any Restricted Subsidiary since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause this Section 1.8, then the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.8. (c) In the event that any Loan Party or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA subsequent to the end of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, as applicable, shall be calculated after giving pro forma effect thereto 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 (with respect to any calculation of the Net Leverage Ratio or the Secured Leverage Ratio) or the first day of the applicable Test Period (with respect to any calculation of the Consolidated Fixed Charge Coverage Ratio or the Interest Coverage Ratio). (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 Financial Officer of the Lead Administrative Borrower (it being understood that pro forma adjustments need not be prepared in compliance with Regulation S-X) and may include, for the avoidance of doubt, the amount of Expected Cost Savings projected by the Lead Administrative Borrower in good faith to be realized as a result of action that is taken, committed to be taken or reasonably expected to be taken (calculated on a pro forma basis as though such Material Disposition or Material Acquisition occurred Expected Cost Savings had been realized on the first day of such Test Period and as if such Expected Cost Savings were realized during the entirety of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made ) in connection with any Business Optimization Initiative relating to such Specified Transaction, net of the amount of actual amounts realized during such Test Period from such actions; provided that (i) such Expected Cost Savings are reasonably identifiable and factually supportable (in the good faith determination of Annualized the Lead Administrative Borrower), (ii) the relevant action resulting in (or substantial steps towards the relevant action that would result in) such Expected Costs Savings must either be taken or reasonably expected to be taken within eighteen (18) months after the date of such Specified Transaction, (iii) no amounts shall be added pursuant to this clause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such Test Period, and (iv) amounts added back pursuant to this clause (d), when taken together with any such similar adjustments made in accordance with clause (a)(ix) of the definition of “Consolidated EBITDA”, shall not exceed 25% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to such addbacks). (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Lead Administrative Borrower to be 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 Lead Administrative Borrower may designate.

Pro Forma Calculations. For the purposes of calculating Annualized Consolidated EBITDA of Borrower the Company and its Restricted Subsidiaries, on a consolidated basis, Subsidiaries for any period (a “Test Period”)period, (i) for any acquisition or series of related acquisitions (including by merger or consolidation), the Company may, and if the aggregate consideration for such acquisition or acquisitions exceeds $25,000,000 shall, include for such period the Consolidated EBITDA of any Person or other subject of a Permitted Acquisition acquired by the Company or its Restricted Subsidiaries during such period on a pro forma basis (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness (and if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes hereof determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at any time from the period commencing relevant date of determination) in connection therewith occurred on the first day of such Test Period period), (ii) for any Disposition or series of related Dispositions, the Company may, and ending if the aggregate proceeds of such Disposition or Dispositions exceeds $25,000,000 shall, exclude for such period the Consolidated EBITDA of any Person Disposed of by the Company or its Restricted Subsidiaries during such period (assuming the consummation of such Disposition and the repayment of any Indebtedness in connection therewith occurred on the last first day of such Test Period period) and (or, in the case of iii) for any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the Company shall exclude the income statement items attributable to such Unrestricted Subsidiary that is a Material Disposition or the for such period and for any designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material DispositionSubsidiary, the Annualized EBITDA for such Test Period Company shall be reduced by an amount equal to include the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period income statement items attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Periodperiod. For the purposes of this sectionhereof, whenever pro forma effect is to be given to a Material Disposition transaction or Material Acquisition designation of any Restricted Subsidiary as an Unrestricted Subsidiary and the amount of income or earnings related theretoany Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Agreement (a “Restricted Subsidiary Designation”), the pro forma calculations shall be determined made in good faith by a Responsible Officer, as set forth in a certificate of a Responsible Officer with supporting calculations, including with respect to related expenses, cost savings, operating expense reductions and synergies estimated in good faith by such Responsible Officer to be realized within 18 months following such transaction or Restricted Subsidiary Designation (for the avoidance of Borrower. Comparable doubt, net of additional costs estimated to result from such transaction), such as with respect to (but not limited to) (w) reduction in personnel expenses, (x) reduction of costs related to administrative functions, (y) reductions of costs related to leased or owned properties and (z) reductions from the consolidation of operations and streamlining of corporate overhead; provided, that the aggregate amount of adjustments shall be made pursuant to this sentence at any time when such pro forma calculations are made that are not made in connection a manner consistent with any determination Article 11 of Annualized EBITDARegulation S-X of the Securities Act of 1933 shall at no time exceed 20% of Consolidated EBITDA for the relevant period after giving pro forma effect thereto.

Pro Forma Calculations. For (a) Notwithstanding anything to the contrary herein, the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio and the Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.5; provided, that notwithstanding anything to the contrary in clause (b), (c) or (d) of this Section 1.5, when calculating the Consolidated Fixed Charge Coverage Ratio for the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, determining actual compliance (not Pro Forma Compliance or compliance on a consolidated basisPro Forma Basis) with the Financial Covenant, for any period (a “the events described in this Section 1.5 that occurred subsequent to the end of the applicable Test Period”), (i) if at any time from other than consummation of the period commencing on the first day of such Test Period and ending on the last day of such Test Period (orTransactions, in the case of any shall not be given pro forma calculation required to be made pursuant hereto in respect effect. (b) For purposes of calculating the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material DispositionConsolidated Fixed Charge Coverage Ratio, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to Interest Coverage Ratio and the Annualized EBITDA Total Leverage Ratio, Pro Forma Transactions (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the applicable Test Period or (ii) subsequent to such Material Acquisition (Test Period and prior to or simultaneously with the incurrence or assumption event with respect to which the calculation of any such Indebtednessratio is being made shall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of such the applicable Test Period; and (iii) if during such . If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into Borrower Mid-Holdings or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Pro Forma Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.5, Annualized EBITDA of Borrower then the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Total Leverage Ratio shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 1.5. (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoPro Forma Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer of Borrower. Comparable adjustments 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, (ii) the Borrowing Base assets (as determined in good faith by Mid-Holdings and subject to the Acquired Asset Borrowing Base Calculations) attributable to any Person or line of business acquired or disposed of, and (iii) 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 cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions. (d) In the event that Mid-Holdings or 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 calculation of the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio and the 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 Period and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being made, then the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio and the Total Leverage Ratio shall be made 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 connection with any determination of Annualized EBITDAeffect during the period for which pro forma effect is being given had been actually in effect during such periods).

Pro Forma Calculations. For (a) Notwithstanding anything to the contrary herein, the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the First Lien Leverage Ratio and the Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.5; provided, that notwithstanding anything to the contrary in clause (b), (c) or (d) of this Section 1.5, when calculating the Consolidated Fixed Charge Coverage Ratio for the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, determining actual compliance (not Pro Forma Compliance or compliance on a consolidated basisPro Forma Basis) with the Financial Covenant, for any period (a “Test the events described in this Section 1.5 that occurred subsequent to the end of the Relevant Reference Period”), (i) if at any time from other than consummation of the period commencing on the first day of such Test Period and ending on the last day of such Test Period (orTransactions, in the case of any shall not be given pro forma calculation required to be made pursuant hereto in respect effect. (b) For purposes of calculating the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material DispositionConsolidated Fixed Charge Coverage Ratio, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to Interest Coverage Ratio, the Annualized EBITDA First Lien Leverage Ratio and the Total Leverage Ratio, Pro Forma Transactions (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the Relevant Reference Period or (ii) subsequent to such Material Acquisition (period and prior to or simultaneously with the incurrence or assumption event with respect to which the calculation of any such Indebtednessratio is being made shall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of the Relevant Reference Period (it being understood and agreed that Consolidated Interest Expense of such Test Period; and (iii) 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 Test periods). If since the beginning of any Relevant Reference Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into Borrower Holdings or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Relevant Reference Period shall have entered into made any Material Disposition or Material Acquisition Pro Forma Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.5, Annualized EBITDA of Borrower then the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the First Lien Leverage Ratio and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Total Leverage Ratio shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 1.5. (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoPro Forma Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer of Borrower. Comparable Holdings and shall include, without duplication, adjustment for the Consolidated EBITDA (as determined in good faith by Holdings) represented by any Person or line of business acquired or disposed of and for the avoidance of doubt, any adjustments shall be made in connection with any determination relating to Pro Forma Transactions provided for under clause (a)(x) of Annualized the definition of Consolidated EBITDA.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower Parent and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Parent and its Restricted Subsidiaries, on a consolidated basis, for any period (a “"Test Period”"), (i) if at any time from the period (a "Pro Forma Period") commencing on the first day of such Test Period and ending on the last day date which is ten days prior to the date of delivery of the Compliance Certificate in respect of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower Parent or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets, and Annualized Interest Expense for such Test Period shall be reduced by an amount equal to the Annualized Interest Expense for such Test Period attributable to any Indebtedness of Parent or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged in connection with such Material Disposition (or, if the capital stock of any Restricted Subsidiary is sold (pursuant to a merger or otherwise), the Annualized Interest Expense for such Test Period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent Parent and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Material Disposition); (ii) if during such Test Pro Forma Period Borrower Parent or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower Parent and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Parent and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Pro Forma Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower Parent or any Restricted Subsidiary since the beginning of such Test Pro Forma Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower Parent or a Restricted Subsidiary during such Test Pro Forma Period, Annualized EBITDA of Borrower Parent and its Restricted Subsidiaries, on a consolidated basis, and Annualized Interest Expense of Parent and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and Acquisition, the amount of income or earnings related theretothereto and the amount of Annualized Interest Expense associated with any Indebtedness discharged or incurred in connection therewith, the pro forma calculations shall be determined in good faith by a Responsible Officer of BorrowerParent. If any Indebtedness bears a floating rate of interest and the incurrence or assumption thereof is being given pro forma effect, the Annualized Interest Expense on such Indebtedness shall be calculated as if the rate in effect on the last day of the relevant Pro Forma Period had been the applicable rate for the entire relevant Test Period (taking into account any interest rate protection agreement applicable to such Indebtedness if such interest rate protection agreement has a remaining term in excess of 12 months). Comparable adjustments shall be made in connection with any determination of Annualized EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Consolidated Total Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material DispositionConsolidated Total Net Leverage Ratio, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to Consolidated Total Secured Net Leverage Ratio and the Annualized EBITDA Consolidated First Lien Net Leverage Ratio, Specified Transactions (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (i) during the applicable Test Period and (ii) subsequent to such Material Acquisition (Test Period and prior to or simultaneously with the incurrence or assumption event for which the calculation of any such Indebtednessratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of such the applicable Test Period; and (iii) if during such . If since the beginning of 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 Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 14.13, Annualized EBITDA of Borrower then the Consolidated Total Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Consolidated First Lien Net Leverage Ratio shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 14.13. (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer responsible financial or accounting officer of Borrower. Comparable adjustments the Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions. (d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Total Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Total Net Leverage Ratio, the Consolidated Total Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be made 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. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything in this Agreement to the contrary, with respect to any Designated Acquisition and the incurrence of any Designated Indebtedness (including Incremental Term Loans) or Lien in connection therewith, compliance with any determination financial test required by this Agreement for such Designated Acquisition and such Designated Indebtedness shall be determined on the date the definitive acquisition agreement for such Designated Acquisition is entered into (and not at the time of Annualized EBITDAclosing of such Designated Acquisition or the incurrence of such Designated Indebtedness) and, thereafter until consummation of such Designated Acquisition or the termination of such definitive agreement relating to such Designated Acquisition, all other incurrence tests under this Agreement shall be required to be complied with on an actual basis without giving effect to such Designated Indebtedness or Designated Acquisition and on a Pro Forma Basis after giving effect to such Designated Acquisition and the incurrence of such Designated Indebtedness.

Pro Forma Calculations. For the purposes of calculating Annualized EBITDA of Borrower determining compliance with any provision hereunder or whether any action is otherwise permitted to be taken hereunder, EBITDA, the Consolidated Leverage Ratio, the Consolidated Secured Debt Ratio and its Restricted SubsidiariesTotal Assets shall be calculated as follows (any such calculation as so determined, on a consolidated basis, for any period (a “Test PeriodPro Forma Basis”), ): (ia) if at any time from In the period commencing on event that the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made (i) incurs, redeems, retires or extinguishes any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition Indebtedness or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which such Test Period Borrower ratio or any Restricted Subsidiary shall have amount is being calculated but prior to or simultaneously with the event for which the calculation of such ratio or amount is made (a Material Acquisition“Ratio Calculation Date”), Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for then such Test Period ratio or amount shall be calculated after giving pro forma effect thereto (including the incurrence to such incurrence, redemption, retirement or assumption extinguishment of any Indebtedness in connection therewith) Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. (b) For purposes of making the computation referred to above, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP) (each, a “Pro Forma Transaction”; and with any event in clause (a) above, a “Pro Forma Event”), in each case with respect to an operating unit of a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such Material Acquisition (reference period and on or prior to or simultaneously with the incurrence or assumption of any relevant Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Indebtedness) Pro Forma Events had occurred on the first day of the four-quarter reference period. If since the beginning of such Test Period; and (iii) if during such Test Period period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into undertaken any Material Disposition or Material Acquisition Pro Forma Event, in each case with respect to an operating unit of a business, that would have required an adjustment pursuant to clause (i) this definition, then such ratio or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period amount shall be calculated after giving pro forma effect thereto for such period as if such Material Disposition or Material Acquisition Pro Forma Event had occurred on at the first day beginning of such Test Period. the applicable four-quarter period. (c) For the purposes of this sectionSection 1.09, whenever pro forma effect is to be given to any Pro Forma Event, any calculation on a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations Pro Forma Basis shall be determined made in good faith by a Responsible Officer responsible financial or accounting officer of Borrower. Comparable adjustments 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 made 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 connection with any determination of Annualized EBITDATotal 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. For the purposes of calculating Annualized Adjusted EBITDA, Consolidated Total Assets and any financial ratios or tests, including the ratio of Net Funded Secured Debt to Adjusted EBITDA, Total Net Funded Debt to Adjusted EBITDA of Borrower and its Restricted Subsidiariescompliance with covenants determined by reference to Adjusted EBITDA or Consolidated Total Assets, on a consolidated basis, for any period Municipal Waste Contracts and Put-or-Pay Agreements that have been entered into and Specified Transactions (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made, in each case, (i) during the applicable period or (ii) subsequent to such Material Acquisition period and prior to or simultaneously with the event for which the calculation of Adjusted EBITDA, Consolidated Total Assets or any such ratio is made shall be calculated on a pro forma basis (x) assuming that all such Municipal Waste Contracts and Put-or-Pay Agreements shall have been entered into and all such Specified Transactions (and any increase or decrease in Adjusted EBITDA and Consolidated Total Assets and the incurrence or assumption of component financial definitions used therein attributable to any such IndebtednessSpecified Transaction) had occurred on the first day of such Test Period; the applicable period and (iiiy) if during including projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Test Period Municipal Waste Contracts and Put-or-Pay Agreements. If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Canadian Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into any Material Disposition Municipal Waste Contract or Material Acquisition Put-or-Pay Agreements or made any Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis section, Annualized then the financial ratios, Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period Consolidated Total Assets shall be calculated after giving to give pro forma effect thereto as if such Material Disposition in accordance with this Section 1.7. For greater certainty, with respect to adjustments to Adjusted EBITDA with respect to any Municipal Waste Contract or Material Acquisition occurred Put-or-Pay Agreement, (a) Projected Run Rate EBITDA shall be used for each 12-month period commencing on the first later of (1) the date of execution of the contract and (2) nine months and one day prior to the Service Commencement Date and ending on that date which is three months after the Service Commencement Date, (b) for any 12-month period ending more than three months after the Service Commencement Date but not more than 15 months after the Service Commencement Date, actual EBITDA generated by and attributable to the relevant contract shall be included for each month which is more than three months after the Service Commencement Date and Projected Run Rate EBITDA, pro-rated for the balance of the relevant 12-month period, shall be used for each month in such period ended on the last day of the third month after the Service Commencement Date (such Test Periodthat Adjusted EBITDA determined at the end of the fourth month following the Service Commencement Date shall be the sum of actual EBITDA for such fourth month plus 11/12 of the 12-month Projected Run Rate EBITDA), and (c) for any 12-month period ending more than 15 months after the Service Commencement Date, only actual EBITDA shall be used and there shall be no adjustment with respect to the relevant contract. For To avoid duplication, the purposes actual EBITDA generated during the 12-month period ending three months after the Service Commencement Date shall be deducted from the calculation of this section, whenever Adjusted EBITDA for the relevant contract. Whenever pro forma effect is to be given to a Material Disposition Municipal Waste Contract, a Put-or-Pay Agreement or Material Acquisition and the amount of income or earnings related theretoa Specified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer of the Canadian Borrower and may include, for the avoidance of doubt, (x) projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Municipal Waste Contracts and Put-or-Pay Agreements and (y) the amount of “run rate” cost savings, operating expense reductions, restructuring charges and expenses and cost synergies projected by the Canadian Borrower in good faith to be realized as a result of specified actions taken or committed to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, restructuring charges and expenses and cost synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, restructuring charges and expenses and cost synergies were realized during the entirety of such period) relating to such Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken or committed to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that (A) with respect to clause (y) above, such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Canadian Borrower. Comparable adjustments ), (B) with respect to clause (y) above, such actions are taken or committed to be taken no later than eighteen (18) months after the date of such Specified Transaction or entry into such Municipal Waste Contract, (C) no amounts shall be added pursuant to this Section 1.1.6.1 to the extent duplicative of any amounts that are otherwise added back in computing Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that, subject to compliance with the other provisions of this section, amounts to be included in pro forma calculations pursuant to this section may be included in periods in which the Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to this section. In the event that the Canadian Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge, escrow or similar arrangements) any Indebtedness included in the calculations of the ratio of Net Funded Secured Debt to Adjusted EBITDA (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 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 the ratio of Net Funded Secured Debt to Adjusted EBITDA 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 period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date such calculation is being made had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness). Interest on Financial Leases and Other Leases shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Canadian Borrower to be the rate of interest implicit in connection such Financial Lease or Other Lease, as applicable, in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency Rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Canadian Borrower may designate. It is expressly understood and agreed that pro forma adjustments and calculations need not be prepared in compliance with Regulation S-X; provided that, to the extent any determination pro forma adjustments pursuant to this Section 1.1.6 are not in compliance with Regulation S-X, the aggregate amount of Annualized EBITDAsuch add-backs to Adjusted EBITDA shall be subject to the 20% limitation set forth in Section 1.1.6.1.9.

Pro Forma Calculations. For Any determination of the purposes of calculating Annualized Consolidated Interest Coverage Ratio or Consolidated Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any four consecutive quarter period (a “Test Determination Period”)) during which a Permitted Acquisition has been consummated (or, for purposes of determining whether the conditions set forth in clause (i) if at any time from of the period commencing on the first day definition of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to “Permitted Acquisition” is satisfied) shall be made pursuant hereto in respect as follows: (1) all components of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material AcquisitionConsolidated Interest Coverage Ratio, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized and Consolidated Adjusted EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Permitted Acquisition (and the incurrence or assumption of any such Indebtedness) had occurred on the first day of such Test the relevant Determination Period; , and (iii2) such components may, at the option of the Borrower, be adjusted to give effect to Pro-Forma Adjustments. “Pro-Forma Adjustments” means, with respect to any Permitted Acquisition, any synergies or reductions, including without limitation operating expense reductions, that (x) would be permitted to be included in a pro-forma calculation by an acquiror company under Regulation S-X of the Securities Act of 1933, as amended, if during such Test Period any Person that subsequently became a Restricted Subsidiary acquiror company were to acquire the business or was merged with assets acquired pursuant to such Permitted Acquisition, or into (y) are otherwise reasonably estimated by the Borrower or any Restricted Subsidiary since in good faith and on the beginning basis of reasonable assumptions to be realized within 12 months of the date of consummation of such Test Period Permitted Acquisition, so long as such synergies or reductions are set forth in the Permitted Acquisition Certificate delivered by the Borrower to the Administrative Agent with respect to such Permitted Acquisition. For purposes of any such determination, Pro-Forma Adjustments for any Permitted Acquisition shall have entered into be allocated to the fiscal quarter in which such Permitted Acquisition is consummated and the immediately preceding two consecutive fiscal quarters on a simple arithmetic basis. In addition, when determining on any Material Disposition or Material Acquisition that would have required an adjustment pursuant to date whether the conditions set forth in clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodof the definition of “Permitted Acquisition” is satisfied on any date, Annualized the Consolidated Interest Coverage Ratio, and the Consolidated Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period to be used shall be calculated after giving pro those set forth in the Compliance Certificate most recently delivered prior to such date, adjusted to give pro-forma effect thereto as if such Material Disposition (in accordance with this Section 7.14) to all Permitted Acquisitions consummated (or Material Acquisition occurred on proposed to be consummated) after the first last day of the fiscal quarter with respect to which such Test Period. For the purposes of this section, whenever pro forma effect is Compliance Certificate was delivered and on or prior to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of Annualized EBITDAsuch date.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Consolidated First Lien Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.07. (b) For the purposes of calculating Annualized EBITDA of Borrower the Consolidated First Lien Leverage Ratio and its Restricted Subsidiariesthe Consolidated Fixed Charge Coverage Ratio, on a consolidated basis, for any period Pro Forma Transactions (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been consummated (i) during the most recent Fiscal Quarter of the Borrower or (ii) subsequent to such Material Acquisition (Fiscal Quarter and prior to, or simultaneously with, the incurrence or assumption event for which the calculation of any such Indebtednessratio is made shall be calculated on a pro forma basis assuming that all such Pro Forma Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of such Test Period; and Fiscal Quarter. (iiic) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of this section, whenever If pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoPro Forma Transaction, the pro forma calculations shall be determined made in good faith by a financial or accounting Responsible Officer of Borrower. Comparable the Borrower and include only those adjustments that would be permitted or required by Regulation S-X together with those adjustments that (i) have been certified by such Responsible Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (ii) are (x) directly attributable to the Pro Forma Transactions with respect to which such adjustments are to be made, (y) expected to have a continuing impact on the Loan Parties and (z) factually supportable and reasonably identifiable. (d) In the event that the Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated First Lien Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) subsequent to the end of the most recent Fiscal Quarter of the Borrower and prior to, or simultaneously with, the event for which the calculation of any such ratio is made, then such ratio shall be made in connection with any determination calculated after giving pro forma effect to such incurrence or repayment of Annualized EBITDAIndebtedness, to the extent required, as if the same had occurred on the last day of such Fiscal Quarter.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.10. (b) For the purposes of calculating Annualized Consolidated EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for any period (a “Test Measurement Period”), the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, (i) if at any time from the period commencing on transaction or event with respect to which the first day of such Test Period and ending on the last day of such Test Period (or, in the case calculation of any pro forma calculation required such amount or ratio is to be made pursuant hereto to this Agreement, as applicable (and the incurrence or repayment of any Indebtedness in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect theretoconnection therewith), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; and (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower all other Pro Forma Transactions (and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made (x) during the applicable Measurement Period or (y) subsequent to such Material Acquisition (Measurement Period and prior to or simultaneously with the incurrence or assumption event with respect to which the calculation of any such Indebtednessamount or ratio is being made, in each case shall be given effect to on a pro forma basis assuming that all such events or transactions referred to in clauses (i) or (ii) (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Pro Forma Transaction) had occurred on the first day of such Test the applicable Measurement Period; and (iii) if during such Test . If since the beginning of any applicable Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiary Subsidiaries since the beginning of such Test Measurement Period shall have entered into made any Material Disposition or Material Acquisition Pro Forma Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.10, Annualized EBITDA of Borrower then Consolidated EBITDA, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Consolidated Total Net Leverage Ratio shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 1.10. (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoPro Forma Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer of the Borrower and shall include, without duplication, adjustments for the Consolidated EBITDA (as determined in good faith by the Borrower. Comparable adjustments ) represented by any Person or line of business acquired or disposed of. (d) In the event that the Borrower or 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 calculation of the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (x) during the applicable Measurement Period or (y) subsequent to the end of the applicable Measurement Period and prior to or simultaneously with the event with respect to which the calculation of any such ratio is being made, then the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio shall be made in connection with any determination calculated giving pro forma effect to such incurrence or Repayment of Annualized EBITDAIndebtedness, to the extent required, as if the same had occurred on the first day of the applicable Test Period.

Pro Forma Calculations. For the purposes of calculating Annualized Adjusted EBITDA, Consolidated Total Assets and any financial ratios or tests, including the ratio of Net Funded Secured Debt to Adjusted EBITDA, Total Net Funded Debt to Adjusted EBITDA of Borrower and its Restricted Subsidiariescompliance with covenants determined by reference to Adjusted EBITDA or Consolidated Total Assets, on a consolidated basis, for any period Municipal Waste Contracts and Put- or-Pay Agreements that have been entered into and Specified Transactions (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption repayment of any Indebtedness in connection therewith) as if that have been made, in each case, (i) during the applicable period or (ii) subsequent to such Material Acquisition period and prior to or simultaneously with the event for which the calculation of Adjusted EBITDA, Consolidated Total Assets or any such ratio is made shall be calculated on a pro forma basis (x) assuming that all such Municipal Waste Contracts and Put-or-Pay Agreements shall have been entered into and all such Specified Transactions (and any increase or decrease in Adjusted EBITDA and Consolidated Total Assets and the incurrence or assumption of component financial definitions used therein attributable to any such IndebtednessSpecified Transaction) had occurred on the first day of such Test Period; the applicable period and (iiiy) if during including projected and not yet realized revenue and projected and not yet accrued costs, expenses and other charges or liabilities pursuant to any such Test Period Municipal Waste Contracts and Put-or-Pay Agreements. If since the beginning of any applicable period any Person that subsequently became a Restricted Subsidiary or was merged merged, amalgamated or consolidated with or into the Canadian Borrower or any of its Restricted Subsidiaries since the beginning of such period shall have entered into any Municipal Waste Contract or Put-or-Pay Agreements or made any Specified Transaction that would have required adjustment pursuant to this section, then the financial ratios, Adjusted EBITDA and Consolidated Total Assets shall be calculated to give pro forma effect thereto in accordance with this Section 1.7. For greater certainty, with respect to adjustments to Adjusted EBITDA with respect to any Municipal Waste Contract or Put-or-Pay Agreement, (a) Projected Run Rate EBITDA shall be used for each 12-month period commencing on the later of (1) the date of execution of the contract and (2) nine months and one day prior to the Service Commencement Date and ending on that date which is three months after the Service Commencement Date, (b) for any 12-month period ending more than three months after the Service Commencement Date but not more than 15 months after the Service Commencement Date, actual EBITDA generated by and attributable to the relevant contract shall be included for each month which is more than three months after the Service Commencement Date and Projected Run Rate EBITDA, pro-rated for the balance of the relevant 12-month period, shall be used for each month in such period ended on the last day of the third month after the Service Commencement Date (such that Adjusted EBITDA determined at the end of the fourth month following the Service Commencement Date shall be the sum of actual EBITDA for such fourth month plus 11/12 of the 12-month Projected Run Rate EBITDA), and (c) for any 12-month period ending more than 15 months after the Service Commencement Date, only actual EBITDA shall be used and there shall be no adjustment with respect to the relevant contract. To avoid duplication, the actual EBITDA generated during the 12-month period ending three months after the Service Commencement Date shall be deducted from the calculation of Adjusted EBITDA for the relevant contract. 6.1 to the extent duplicative of any amounts that are otherwise added back in computing Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) it is understood and agreed that, subject to compliance with the other provisions of this section, amounts to be included in pro forma calculations pursuant to this section may be included in periods in which the Municipal Waste Contract or Put-or-Pay Agreement or Specified Transaction to which such amounts relate to is no longer being given pro forma effect pursuant to this section. In the event that the Canadian Borrower or any Restricted Subsidiary since incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge, escrow or similar arrangements) any Indebtedness included in the beginning calculations of such Test Period shall have entered into the ratio of Net Funded Secured Debt to Adjusted EBITDA (other than Indebtedness incurred or repaid under any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable period or (ii) above if made by Borrower subsequent to the end of the applicable period and prior to or a Restricted Subsidiary during simultaneously with the event for which the calculation of any such Test Periodratio is made, Annualized then the ratio of Net Funded Secured Debt to Adjusted EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto to such incurrence or repayment of Indebtedness, to the extent required, as if such Material Disposition or Material Acquisition the same had occurred on the first last day of such Test Periodthe applicable period. For the purposes If any Indebtedness bears a floating rate of this section, whenever interest and is being given pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoeffect, the pro forma calculations interest on such Indebtedness shall be calculated as if the rate in effect on the date such calculation is being made had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness). Interest on Financial Leases and Other Leases shall be deemed to accrue at an interest rate reasonably determined in good faith by a Responsible Officer of Borrowerthe Canadian Borrower to be the rate of interest implicit in such Financial Lease or Other Lease, as applicable, in accordance with GAAP. Comparable adjustments Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency Rate, or other rate, shall be made deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Canadian Borrower may designate. It is expressly understood and agreed that pro forma adjustments and calculations need not be prepared in connection compliance with Regulation S-X; provided that, to the extent any determination pro forma adjustments pursuant to this Section 1.1.6 are not in compliance with Regulation S-X, the aggregate amount of Annualized EBITDAsuch add-backs to Adjusted EBITDA shall be subject to the 20% limitation set forth in Section 1.1.6.1.9.

Pro Forma Calculations. (a) For the purposes of calculating Annualized Consolidated EBITDA for any period of four consecutive fiscal quarters (the “Reference Period”) pursuant to any determination of the Consolidated Fixed Charge Coverage Ratio (the date of determination, the “transaction date”): (i) 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 incurred on the transaction date as if the Indebtedness, Disqualified Capital Stock or Preferred Stock had been incurred on the first day of the Reference Period; (ii) pro forma calculations of interest on Indebtedness bearing a floating interest rate will be made as if the rate 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) pro forma effect will be given to the repayment or redemption of any Indebtedness, Disqualified Capital Stock or Preferred Stock during or after the Reference Period as if the Indebtedness, Disqualified Capital Stock or Preferred Stock had been repaid or redeemed on the first day of the Reference Period; and (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, on including any acquisition or disposition of a consolidated basiscompany, for 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 period (a “Test Period”)discontinued operations but, (i) in the case of Consolidated Fixed Charges, only to the extent that the obligations giving rise to the Consolidated 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 at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (orevents had occurred, and, in the case of any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Dispositiondisposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisitionproceeds thereof applied, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test the Reference Period; and (iii) if during such Test Period any Person . To the extent that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition is to be given to an acquisition, disposition or Material Acquisition occurred on discontinuation of a company, division or line of business or operation, the first day of such Test Period. pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available. (b) For the purposes of this sectionmaking the computations referred to above, whenever pro forma effect is to be given to a Material Disposition an Investment, acquisition, disposition, merger, amalgamation, consolidation or Material Acquisition and the amount of income or earnings related theretodiscontinued operation, the pro forma calculations shall be determined made in good faith by a Responsible Officer of Borrower. Comparable adjustments the Borrower (and may include after otherwise giving effect this Section 1.03, for the avoidance of doubt and subject to the cap set forth in the proviso to clause (k) of the definition of “Consolidated EBITDA”, 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 be realized based on actions taken, committed to be taken or expected in good faith to be taken within 12 months). (c) 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 made 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. (d) For purposes of the foregoing, any amount in connection a currency other than U.S. dollars will be converted to U.S. dollars in accordance with any determination of Annualized EBITDAGAAP, in a manner consistent with that used in preparing the Borrower’s financial statements.

Pro Forma Calculations. (i) For the purposes of calculating Annualized EBITDA the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio and the Consolidated Senior Secured Leverage Ratio, each Specified Transaction and the following transactions in connection therewith (to the extent applicable) and not for other purposes (including pricing) shall be deemed to have occurred as of Borrower and its Restricted Subsidiariesthe first day of the Measurement Period: (a) historical income statement items (whether positive or negative) attributable to the property or Person, on a consolidated basisif any, for any period (a “Test Period”)subject to such Specified Transaction, (i) if at any time from the period commencing on the first day of such Test Period and ending on the last day of such Test Period (or, in the case of a disposition of all or substantially all Equity Interests in any pro forma calculation required to be made pursuant hereto in respect Restricted Subsidiary or any division, product line, or facility used for operations of the Borrower or any of its Restricted Subsidiaries or a designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is Subsidiary, shall be excluded, and (ii) in the case of a Material Disposition purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all or substantially all of the Equity Interests in a Person or a designation of an Unrestricted a Subsidiary as a Restricted Subsidiary that is a Material AcquisitionSubsidiary, ending on shall be included, (b) any repayment, repurchase, retirement, redemption, satisfaction, and discharge or defeasance of Indebtedness, Disqualified Stock or Preferred Stock, and (c) any Indebtedness Incurred or assumed by the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any of its Restricted Subsidiary Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have made any Material Disposition, an implied rate of interest for the Annualized EBITDA applicable period for such Test Period shall purposes of this definition determined by utilizing the rate which is or would be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable in effect with respect to such assets; Indebtedness as at the relevant date of determination (ii) taking into account any hedging obligations applicable to such Indebtedness if during such Test Period Borrower or any Restricted Subsidiary shall have made hedging obligation has a Material Acquisition, Annualized EBITDA remaining term in excess of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including 12 months). If since the incurrence or assumption beginning of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period 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 Subsidiary Subsidiaries since the beginning of such Test Period period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.03(c), Annualized EBITDA of Borrower then the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio and its Restricted Subsidiariesthe Consolidated Senior Secured Leverage Ratio, on a consolidated basis, for such Test Period shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 1.03(c). (ii) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer and in a manner reasonably acceptable to the Administrative Agent. (iii) In connection with any Limited Condition Transaction and any related transactions (including any financing thereof), at the Borrower’s election, (a) compliance with any requirement relating to the absence of Borrower. Comparable adjustments shall a Default or an Event of Default may be made determined as of the date (the “LCT Determination Date”) (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and not as of any later date as would otherwise be required under this Agreement, and (b) any calculation of the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio or any other financial measure, or any amount based on Total Assets, Consolidated EBITDA or a percentage of Total Assets or Consolidated EBITDA, or any other determination under any basket or ratio under this Agreement, or any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement, may be made as of Annualized EBITDAthe LCT Determination Date and, to the extent so made, will not be required to be made at any later date as would otherwise be required under this Agreement; provided that (1) the determinations in clauses (a) and (b) above shall give Pro Forma Effect to such Limited Condition Transaction and any related transactions (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) and (2) compliance with such ratios, baskets or amounts (and any related requirements and conditions) shall not be determined or tested at any time after the LCT Determination Date for such Limited Condition Transaction and any actions or transactions related thereto (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof). For purposes of determining compliance with any ratio, basket or amount on the LCT Determination Date, Consolidated Interest Expense for purposes of the Consolidated Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as determined by the Borrower in good faith, which determination shall be conclusive. For the avoidance of doubt, if the Borrower makes such an election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Determination Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in exchange rates, in Consolidated EBITDA 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, baskets or amounts will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower makes such an election, any subsequent calculation of any such ratio, basket or amount (unless the definitive agreement for, or firm offer in respect of, such Limited Condition Transaction (in the case of an acquisition or Investment) is terminated or expires without its consummation or such notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment is revoked or expires without consummation) shall be calculated both (1) giving Pro Forma Effect to such Limited Condition Transaction and any related transactions (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) and (2) assuming such Limited Condition Transaction and any related transactions (including any Incurrence or discharge of Indebtedness and Liens and the use of proceeds thereof) have not been consummated.

Pro Forma Calculations. For the purposes of calculating Annualized Consolidated EBITDA of Borrower the Company and its Restricted Subsidiaries, on a consolidated basis, Subsidiaries for any period (a “Test Period”)period, (i) for any acquisition or series of related acquisitions (including by merger or consolidation), the Company may, and if the aggregate consideration for such acquisition or acquisitions exceeds $25,000,000 shall, include for such period the Consolidated EBITDA of any Person or other subject of a Permitted Acquisition acquired by the Company or its Restricted Subsidiaries during such period on a pro forma basis (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness (and if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes hereof determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at any time from the period commencing relevant date of determination) in connection therewith occurred on the first day of such Test Period period), (ii) for any Disposition or series of related Dispositions, the Company may, and ending with respect to the Spin-Off or if the aggregate proceeds of such Disposition or Dispositions exceeds $25,000,000 shall, exclude for such period the Consolidated EBITDA of any Person Disposed of by the Company or its Restricted Subsidiaries during such period (assuming the consummation of such Disposition and the repayment of any Indebtedness in connection therewith occurred on the last first day of such Test Period period) and (or, in the case of iii) for any pro forma calculation required to be made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the Company shall exclude the income statement items attributable to such Unrestricted Subsidiary that is a Material Disposition or the for such period and for any designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material DispositionSubsidiary, the Annualized EBITDA for such Test Period Company shall be reduced by an amount equal to include the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period income statement items attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Periodperiod. For the purposes of this sectionhereof, whenever pro forma effect is to be given to a Material Disposition transaction or Material Acquisition designation of any Restricted Subsidiary as an Unrestricted Subsidiary and the amount of income or earnings related theretoany Unrestricted Subsidiary as a Restricted Subsidiary in accordance with this Agreement (a “Restricted Subsidiary Designation”), the pro forma calculations shall be determined made in good faith by a Responsible Officer, as set forth in a certificate of a Responsible Officer with supporting calculations, including with respect to related expenses, cost savings, operating expense reductions and synergies estimated in good faith by such Responsible Officer to be realized within 18 months following such transaction or Restricted Subsidiary Designation (for the avoidance of Borrower. Comparable doubt, net of additional costs estimated to result from such transaction), such as with respect to (but not limited to) (w) reduction in personnel expenses, (x) reduction of costs related to administrative functions, (y) reductions of costs related to leased or owned properties and (z) reductions from the consolidation of operations and streamlining of corporate overhead; provided, that the aggregate amount of adjustments shall be made pursuant to this sentence at any time when such pro forma calculations are made that are not made in connection a manner consistent with any determination Article 11 of Annualized EBITDARegulation S-X of the Securities Act of 1933 and clause (h) of the definition of Consolidated EBITDA as it relates to the Spin-Off shall at no time exceed 20% of Consolidated EBITDA for the relevant period after giving pro forma effect thereto.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio, as the case may be, shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.09, when calculating the Total Leverage Ratio and the Interest Coverage Ratio, as applicable, for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant set forth in Section 7.10(a) or (b), the events described in this Section 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For the purposes of calculating Annualized EBITDA of Borrower the Total Leverage Ratio, the Senior Secured Leverage Ratio and its Restricted Subsidiariesthe Interest Coverage Ratio, on a consolidated basis, for any period (a “Test Period”), Specified Transactions that have been made (i) if at any time from during the period commencing on the first day of applicable Test Period and (ii) subsequent to such Test Period and ending on prior to or simultaneously with the last day of such Test Period (or, in event for which the case calculation of any pro forma calculation required to be such ratio is made pursuant hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii) if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving on a pro forma effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if basis assuming that all such Material Acquisition Specified Transactions (and any increase or decrease in Consolidated EBITDA and the incurrence or assumption of component financial definitions used therein attributable to any such IndebtednessSpecified Transaction) had occurred on the first day of such the applicable Test Period; and (iii) if during such . If since the beginning of 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 Subsidiary Subsidiaries since the beginning of such Test Period shall have entered into made any Material Disposition or Material Acquisition Specified Transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Test Periodthis Section 1.09, Annualized EBITDA of Borrower then the Total Leverage Ratio, the Senior Secured Leverage Ratio and its Restricted Subsidiaries, on a consolidated basis, for such Test Period the Interest Coverage Ratio shall be calculated after giving to give pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first day of such Test Period. For the purposes of in accordance with this section, whenever Section 1.09. (c) Whenever pro forma effect is to be given to a Material Disposition or Material Acquisition and the amount of income or earnings related theretoSpecified Transaction, the pro forma calculations shall be determined made in good faith by a Responsible Officer responsible financial or accounting officer of Borrower. Comparable adjustments the Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of “run-rate” cost savings relating to such Specified Transaction and operating expense reductions relating to such Specified Transaction for which specified actions are taken or committed to be taken within 12 months after the date of consummation of such Specified Transaction and have been realized or are expected to be realized within 12 months after the date of consummation of such Specified Transaction (calculated on a pro forma basis as though such cost savings and operating expense reductions had been realized on the first day of such period as if such cost savings and operating expense reductions were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions (it being understood and agreed that “run-rate” means the full recurring benefit that is associated with any action taken or expected to be taken); provided that all of such benefit is expected to be realized within 12 months of the date of consummation of the Specified Transaction. (d) In the event that the Borrower or any of its Restricted Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Leverage Ratio and the Senior Secured Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided, in connection the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with any determination GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of Annualized EBITDAa prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen or if none, then based upon such optional rate chosen as the Borrower may designate.