Common use of Pro Forma Calculations Clause in Contracts

Pro Forma Calculations. With respect to any period during which the Transactions or any Specified Transaction occurs, for purposes of determining the Applicable Rate in respect of such period, calculation of the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated Total Leverage Ratio and Consolidated Secured Leverage Ratio or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma Basis; provided that, in connection with any Specified Transaction 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 of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA 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 any such ratios or baskets shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction 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 fiscal quarter for which financial statements are available ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For 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 due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition 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 and tested both (i) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness 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. With respect Notwithstanding anything to any period during which the Transactions or any Specified Transaction occurscontrary (subject to Section 1.02(i)) herein, for purposes of determining the Applicable Rate in respect of such period, calculation of the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total First Lien Net Leverage Ratio, Consolidated Total the Senior Secured Net Leverage Ratio and Consolidated Secured the Total Net Leverage Ratio or shall be calculated (including for any other purpose hereunder, purposes of Sections 2.14 and 2.17) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four--quarter period shall be made but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis; provided that) with the financial covenant set forth in Section 7.11, in connection with any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that is a Limited Condition Transaction, for occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any test or covenant contained in provision of this Agreement during any period which requires Pro Forma Compliance with the calculation of any of financial covenant set forth in Section 7.11, (x) in the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA 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 case of any such ratios or baskets compliance required after delivery of financial statements for the fiscal quarter ending September 30, 2013, such Pro Forma Compliance shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving pro forma effect determined by reference to the Limited Condition Transaction and maximum First Lien Net Leverage Ratio permitted for 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 fiscal quarter most recently then ended for which financial statements are available ending have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date delivery referred to in compliance with such ratio or basketclause (x) above, such ratio or basket Pro Forma Compliance 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 due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior by reference to the consummation of maximum First Lien Net Leverage Ratio permitted for the relevant transaction or actionfiscal quarter ending September 30, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations2013. 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 With respect to any provision of this Agreement (other Specified Transaction on than the provisions of Section 6.02(a) or following Section 7.11) that requires compliance or Pro Forma Compliance with the relevant LCA Test Date and prior to the earlier of the date on which financial covenant set forth in Section 7.11, such Limited Condition Transaction is consummated compliance 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 Pro Forma Compliance shall be calculated and tested both (i) on a Pro Forma Basis assuming required regardless of whether the DutchParent Borrower is otherwise required to comply with such Limited Condition Transaction and other transactions in connection therewith (including any incurrence covenant under the terms of Indebtedness and the use of proceeds thereof) have been consummated and (ii) on a stand-alone basis without giving effect to Section 7.11 at such Limited Condition Transaction and other transactions in connection therewithtime.

Pro Forma Calculations. With respect Notwithstanding anything to any period during which the Transactions or any Specified Transaction occurscontrary contained herein, all calculations of the Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio (including for purposes of determining the Applicable Rate in respect of such periodRate), calculation of the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated Total Leverage Coverage Ratio and Consolidated Secured Leverage Ratio or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma BasisBasis with respect to all Specified Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four quarter period but not later than the date of such calculation; provided provided, that, in connection notwithstanding the foregoing, when calculating the Consolidated Net Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (y) compliance with Section 8.11 and/or (z) the Applicable Rate, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis that is a Limited Condition Transaction, for occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any test or covenant contained in provision of this Agreement during any period which requires the calculation of any of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection Pro Forma Compliance with any Limited Condition Transactionfinancial covenant set forth in Section 8.11 (or satisfaction of a required ratio by reference to any financial covenant set forth in Section 8.11), an “LCA Election”(x) in the date of determination for calculation case of any such ratios compliance (or baskets satisfaction) determined after delivery of financial statements for the fiscal quarter ending September 30, 2019, such Pro Forma Compliance (or satisfaction) shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving pro forma effect determined by reference to the Limited Condition Transaction and maximum Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for 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 fiscal quarter most recently then ended for which financial statements are available ending have been delivered (or were required to have been delivered) in accordance with Section 7.01(a) or (b), or (y) in the case of any such compliance (or satisfaction) determined prior to the LCA Test Datedelivery referred to in clause (x) above, such Pro Forma Compliance (or satisfaction) shall be determined by reference to the maximum Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter ending September 30, 2019. Notwithstanding anything to the contrary herein, for purposes of calculating the Consolidated Leverage Ratio, the Borrower could have taken such action on Consolidated Net Leverage Ratio, 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 Consolidated Senior Secured Leverage Ratio and the avoidance of doubt, if the Borrower has made an LCA Election and Consolidated Interest Coverage Ratio at 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 due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or time prior to the consummation first delivery of financial statements pursuant to Section 7.01(a) or (b), such calculation shall be determined based on the pro forma consolidated financial statements of the relevant Parent and its Subsidiaries delivered to the Administrative Agent prior to the Closing Date (and posted on SyndTrak for the Lenders) and thereafter, based on the most recent financial statements delivered pursuant to Section 7.01(a) or (b). In connection with any calculation of the Consolidated Net Leverage Ratio for purposes of determining the permissibility of the incurrence of any Indebtedness or any other 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 Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction Indebtedness is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transactionbeing incurred, any such ratio or basket shall be calculated and tested both (i) on a Pro Forma Basis assuming the proceeds of such Limited Condition Transaction Indebtedness shall not be counted as unrestricted cash and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated Cash Equivalents, and (ii) on a stand-alone basis without giving effect to any Indebtedness being repaid with the proceeds of such Limited Condition Transaction and other transactions in connection therewithIndebtedness substantially concurrently with the incurrence thereof shall not be considered outstanding.

Pro Forma Calculations. With respect to any period during which the Transactions or any Specified Transaction occurs, for (a) For purposes of determining the Applicable Rate in respect of such period, calculation of calculating the Consolidated Interest Expense Ratio, Fixed Charge Coverage Ratio and the Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated Total Leverage Ratio and Consolidated Secured Leverage Ratio or for any other purpose hereunderhereunder (including Permitted Acquisitions, with respect to Permitted Restricted Payments, Section 2.1(d) and Section 8.7), such period calculations shall be made on a Pro Forma Basis; provided thatpro forma basis as follows: (i) Consolidated Funded Indebtedness shall be calculated on the relevant date of measurement of the Consolidated Net Leverage Ratio (whether the last day of a Fiscal Quarter or the date of a transaction with respect to which pro forma compliance is required), but in the case of measurement in connection with any event hereunder (and not for periodic compliance with the financial covenants under Section 8.7), giving pro forma effect to all Indebtedness to be incurred or repaid on such date (whether in connection with a Specified Transaction that is a Limited Condition Transaction, a Permitted Restricted Payment, an increase of the Aggregate Commitments or the addition of an additional Term Loan pursuant to Section 2.1(d), or any other transaction for purposes of determining which pro forma compliance with any test or covenant contained is being measured) and in this Agreement during any period which requires the calculation case of any of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, and, at the option of the Borrower (the Borrower’s election to exercise such option computation in connection with any Limited Condition Transaction, an “LCA Election”increase or additional Term Loan pursuant to Section 2.1(d) the date entire amount of determination such increase and/or additional Term Loan shall be assumed to be drawn; (ii) Consolidated EBITDA shall be calculated for calculation the period of four Fiscal Quarters most recently ended for which financial statements have been (or in the case of any such ratios or baskets shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction periodic financial covenant compliance, are entered into (the “LCA Test Date”being) and ifdelivered, after but giving pro forma effect to the Limited Condition Specified Transaction for which such measurement is being made (if any) and all other Specified Transactions (if any) that have occurred (A) during the other transactions period in respect of which such calculations are required to be entered into in connection therewith made or (including any incurrence of Indebtedness B) subsequent to such period and prior to or simultaneously with the use of proceeds thereof) as if they had occurred at the beginning of the most recent fiscal quarter event for which financial statements are available ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with pro forma calculation of either such ratio is being made (in the case of such calculation being made for a Specified Transaction, Permitted Restricted Payment, increase in the Aggregate Commitments or basketthe addition of an additional Term Loan pursuant to Section 2.1(d) or other event, and not for periodic covenant compliance pursuant to Section 8.7), in each case by assuming that all such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election Specified Transactions (and any of the ratios increase 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 due to fluctuations decrease in Consolidated EBITDA or Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition 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 and tested both (i) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness 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.period of

Pro Forma Calculations. With respect to any period during which the Transactions or any Specified Transaction occurs, for purposes of determining the prepayments required pursuant to Section 2.11(d) and the Applicable Rate Margin in respect of such period, calculation of the Consolidated Interest Expense First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated Total Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio or for any other purpose hereunderhereunder (or determination of whether a Default or Event of Default has occurred and is continuing), with respect to such period shall be made on a Pro Forma Basis; provided that, in connection with any Specified Transaction 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 of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assetsdetermination of whether a Default or Event of Default has occurred and is continuing, 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 any such ratios or baskets or determination of whether a Default or Event of Default has occurred and is continuing shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction 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 fiscal quarter for which financial statements are available Applicable Date of Determination ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For 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 due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition 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 and tested both (i) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness 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 therewithconsummated.

Pro Forma Calculations. With respect Notwithstanding anything to any period during which the Transactions or any Specified Transaction occurscontrary contained herein, all calculations of the Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio (including for purposes of determining the Applicable Rate in respect of such periodRate), calculation of the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated Total Leverage Coverage Ratio and Consolidated Secured Leverage Ratio or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma BasisBasis with respect to all Specified Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four quarter period but not later than the date of such calculation; provided provided, that, in connection notwithstanding the foregoing, when calculating the Consolidated Net Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (y) compliance with Section 8.11 and/or (z) the Applicable Rate, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis that is a Limited Condition Transaction, for occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any test or covenant contained in provision of this Agreement during any period which requires the calculation of any of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection Pro Forma Compliance with any Limited Condition Transactionfinancial covenant set forth in Section 8.11 (or satisfaction of a required ratio by reference to any financial covenant set forth in Section 8.11), an “LCA Election”(x) in the date of determination for calculation case of any such ratios compliance (or baskets satisfaction) determined after delivery of financial statements for the fiscal quarter ending September 30, 2019, such Pro Forma Compliance (or satisfaction) shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving pro forma effect determined by reference to the Limited Condition Transaction and maximum Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for 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 fiscal quarter most recently then ended for which financial statements are available ending have been delivered (or were required to have been delivered) in accordance with Section 7.01(a) or (b), or (y) in the case of any such compliance (or satisfaction) determined prior to the LCA Test Datedelivery referred to in clause (x) above, such Pro Forma Compliance (or satisfaction) shall be determined by reference to the maximum Consolidated Net Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter ending September 30, 2019. Notwithstanding anything to the contrary herein, for purposes of calculating the Consolidated Leverage Ratio, the Borrower could have taken such action on Consolidated Net Leverage Ratio, 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 Consolidated Senior Secured Leverage Ratio and the avoidance of doubt, if the Borrower has made an LCA Election and Consolidated Interest Coverage Ratio at 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 due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or time prior to the consummation first delivery of financial statements pursuant to Section 7.01(a) or (b), such calculation shall be determined based on the pro forma consolidated financial statements of the relevant Parent and its Subsidiaries delivered to the Administrative Agent prior to the Closing Date (and posted on SyndTrak for the Lenders) and thereafter, based on the most recent financial statements delivered pursuant to Section 7.01(a) or (b). In connection with any calculation of the Consolidated Net Leverage Ratio for purposes of determining the permissibility of the incurrence of any Indebtedness or any other 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 Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction Indebtedness is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transactionbeing incurred, any such ratio or basket shall be calculated and tested both (i) on a Pro Forma Basis assuming the proceeds of such Limited Condition Transaction Indebtedness shall not be counted as unrestricted cash and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated Cash Equivalents, and (ii) on a stand-alone basis without giving effect to any Indebtedness being repaid with the proceeds of such Limited Condition Transaction and other transactions in connection therewith.Indebtedness substantially concurrently with the incurrence thereof shall not be considered outstanding. xlvii

Pro Forma Calculations. With Notwithstanding anything to the contrary herein, the Secured Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated on a Pro Forma Basis with respect to any period during which the Transactions or any each Specified Transaction occursoccurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that, notwithstanding the foregoing, when calculating the Secured Net Leverage Ratio for purposes of determining the Applicable Rate in respect of such period, calculation of the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated Total Leverage Ratio actual compliance (and Consolidated Secured Leverage Ratio not Pro Forma Compliance or for any other purpose hereunder, with respect to such period shall be made compliance on a Pro Forma Basis; provided that) with the financial covenants set forth in Section 7.10, in connection with any Specified Transaction and any related adjustment contemplated in the definition of “Pro Forma Basis” (and corresponding provisions of the definition of “Consolidated EBITDA”) that is a occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. Notwithstanding the foregoing, with respect to any 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 of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, andAcquisition only, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCA Election”) the date of determination for calculation of any such ratios or baskets Secured Net Leverage Ratio and the Total Net Leverage Ratio shall be deemed to determined, and any default or event of default blocker shall be tested, as of the date the definitive agreements acquisition agreement for such Specified Transaction that is a Limited Condition Transaction are Acquisition is entered into (and calculated as if the “LCA Test Date”) acquisition and if, after giving other pro forma effect to the Limited Condition Transaction and the other transactions to be entered into events in connection therewith were consummated on such date, provided that (including any incurrence of Indebtedness and the use of proceeds thereofi) other than as if they had occurred at the beginning of the most recent fiscal quarter for which financial statements are available ending prior to the LCA Test Datespecifically provided below in this Section 1.11, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election Consolidated Net Income (and any of other financial defined term derived therefrom) shall not include any Consolidated Net Income of, or attributable to, the ratios target company or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in assets associated with any such ratio or basket, including due to fluctuations Limited Condition Acquisition for usages other than in Consolidated EBITDA or Consolidated Total Assets of connection with the Borrower or the Person subject applicable transaction pertaining to such Limited Condition TransactionAcquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred, at or prior to (ii) the consummation determination 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 Secured Net Leverage Ratio and 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 Specified Transaction Total Net Leverage Ratio on or following the relevant LCA Test Date date of the definitive acquisition agreement and prior to the earlier of the date on which such Limited Condition Transaction acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction acquisition is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested both (i) on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction acquisition and other transactions pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofIndebtedness) have been consummated consummated, and (iiiii) on after the signing date but before the closing date for a stand-alone basis without giving effect Limited Condition Acquisition, the determination of ratios and baskets for purposes not related to such Limited Condition Transaction and other transactions in connection therewithAcquisition shall be made as if the closing date had occurred on the same date as the signing date until such earlier time on which the applicable Limited Condition Acquisition is consummated, terminated or abandoned (the proviso of this sentence shall be referred to as the “Limited Condition Acquisition Proviso”).

Pro Forma Calculations. With respect Notwithstanding anything to any period during which the Transactions contrary herein, the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.11; provided that notwithstanding anything to the contrary in clauses (b) or any Specified Transaction occurs(c) of this Section 1.11 when calculating the Total Net Leverage Ratio, the Rent-Adjusted Total Net 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 financial covenant pursuant to Section 8.12, the Applicable Rate events described in respect of such period, calculation this Section 1.11 that occurred subsequent to the end of the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated applicable Test Period shall not be given pro forma effect. For purposes of calculating the Total Net Leverage Ratio, Consolidated the Rent-Adjusted Total Net Leverage Ratio and Consolidated Secured Leverage Ratio the Interest Coverage Ratio, Specified Transactions (and the incurrence or for repayment of any other purpose hereunderIndebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) except as set forth in Section 1.11(a), with respect subsequent to such period shall be made on a Pro Forma Basis; provided that, in connection Test Period and prior to or simultaneously with any Specified Transaction that is a Limited Condition Transaction, the event for purposes of determining compliance with any test or covenant contained in this Agreement during any period which requires the calculation of any of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA 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 any such ratios or baskets shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction 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 fiscal quarter for which financial statements are available ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has is 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 due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition 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 and tested both (i) on a Pro Forma Basis assuming that all such Limited Condition 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 the applicable Test Period. If, since the beginning of any applicable Test Period, any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.11, then the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and other transactions the Interest Coverage Ratio shall be calculated to give pro forma effect thereto in connection therewith accordance with this Section 1.11. In the event that the Company or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, prepayment, retirement, exchange, extinguishment or satisfaction and discharge) any incurrence Indebtedness included in the calculations of Indebtedness the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the use of proceeds thereofInterest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) have been consummated and during the applicable Test Period and/or (ii) on a standexcept as set forth in Section 1.11(a), subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Net Leverage Ratio, the Rent-alone basis without Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such Limited Condition Transaction incurrence or repayment or discharge of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test Period in the case of the Total Net Leverage Ratio and the Rent-Adjusted Total Net Leverage Ratio and (B) the first day of the applicable Test Period in the case of the Interest Coverage Ratio. If the Company or any Restricted Subsidiary provides an irrevocable notice of a redemption of any debt securities, then the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such redemption, to the extent required, as if the same had occurred on the date the notice of redemption was delivered. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided that, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period and to give pro forma effect to such repayment. Interest on a Finance Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest in such Finance 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 transactions rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company may designate. When used in connection therewithreference to the calculation of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio for purposes of determining actual compliance with Section 8.12 (and not Pro Forma Compliance or compliance on a 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 Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio for purposes of determining Pro Forma Compliance or compliance on a Pro Forma Basis (other than for purposes of actual compliance with Section 8.12), references to the date of determination shall mean the calculation of the Total Net Leverage Ratio, the Rent-Adjusted Total Net Leverage Ratio and the Interest Coverage Ratio (as applicable) as of the last day of the most recent Test Period on a Pro Forma Basis.

Pro Forma Calculations. With respect to any period during which the Transactions or any Specified Transaction occurs, for For purposes of determining compliance on a Pro Forma Basis with any Financial Covenants or other ratio requirement under this Agreement, or whether a Default or Event of Default has occurred and is continuing, in each case, in connection with the Applicable Rate in respect consummation of an Acquisition using proceeds from an Add-On Term Loan that qualifies to be subject to the Incremental Funds Certain Provision, the date of determination shall, at the option of the Borrower, be the date of execution of such periodAcquisition Agreement, calculation of the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated Total Leverage Ratio and Consolidated Secured Leverage Ratio or for any other purpose hereunder, with respect to such period determination shall be made on a Pro Forma Basis; provided that, in connection with any Specified Transaction 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 of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, and, at for the option avoidance of doubt, if any such Financial Covenant or other ratio requirement is subsequently breached as a result of fluctuations in the ratio that is subject of such Financial Covenant or other ratio requirement (including due to fluctuations in Consolidated EBITDA of the Borrower (or the Borrower’s election to exercise such option in connection with any Limited Condition TransactionEBITDA of the target), an “LCA Election”) the date of determination for calculation of any such ratios at or baskets shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving pro forma effect prior to the Limited Condition Transaction consummation of such Acquisition (and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent fiscal quarter for which financial statements are available ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or baskettherewith), such Financial Covenant or other 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 due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios requirement will not be deemed to have been exceeded breached as a result of such fluctuations. If fluctuations solely for the Borrower has made an LCA Election for any Limited Condition Transaction, then purpose of determining whether such Acquisition (and the other transactions to be entered into in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition 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 Transactiontherewith) constitutes a Permitted Acquisition; provided, any such ratio or basket shall be calculated and tested both that, (i) if the Borrower elects to have such determination occur at the time of entry into the applicable Acquisition Agreement (and not at the time of consummation of the Acquisition), the Add-On Term Loan to be incurred shall be deemed incurred at the time of such election (unless the applicable Acquisition Agreement is terminated without actually consummating the applicable Permitted Acquisition (in which case, such Acquisition and related Add-On Term Loan will not be treated as having occurred)) and outstanding thereafter for purposes of calculating compliance, on a Pro Forma Basis assuming Basis, with any applicable ratio requirement in this Agreement (even if unrelated to determining whether such Limited Condition Transaction and other transactions Acquisition is a Permitted Acquisition) (but not, for purposes of clarity, in connection therewith (including any incurrence of Indebtedness and calculating compliance with the use of proceeds thereof) have been consummated Financial Covenants), and (ii) on EBITDA of the target shall be disregarded for all purposes under this Agreement, other than determining whether such Acquisition is a stand-alone basis without giving effect to Permitted Acquisition until the consummation of such Limited Condition Transaction and other transactions in connection therewithPermitted Acquisition.

Pro Forma Calculations. With respect Notwithstanding anything to any period during which the Transactions or any Specified Transaction occurscontrary contained herein, for purposes of determining the Applicable Rate in respect of such period, calculation all calculations of the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated Total Leverage Ratio and Consolidated Secured Leverage the Fixed Charge Coverage Ratio or for any other purpose hereunder, with respect to such period component definition thereof shall be made on a Pro Forma BasisBasis with respect to all Specified Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four quarter period but not later than the date of such calculation; provided provided, that, in connection with any Specified Transaction that is a Limited Condition Transactionnotwithstanding the foregoing, when calculating the Total Leverage Ratio and the Fixed Charge Coverage Ratio or component definition thereof for purposes of determining compliance with whether any test or covenant contained in Specified Transaction is permitted under this Agreement during any period which requires Agreement, the calculation numerator of any such ratio shall be calculated as of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA 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 any such ratios or baskets shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving effect to all transactions occurring on such date and any related pro forma calculations shall be made giving 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 fiscal quarter for which financial statements are available ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For 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 due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition 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 and tested both (i) adjustments on a Pro Forma Basis assuming such Limited Condition to be made in good faith by a responsible financial or accounting officer of the Borrower and reasonably satisfactory to the Agent, subject to the final sentence of the definition of “Pro Forma Basis”); provided, further, that when calculating the Total Leverage Ratio and the Fixed Charge Coverage Ratio or component definition thereof for purposes of determining (x) compliance with Section 9.13 and/or (y) the applicable percentage of Consolidated Excess Cash Flow for purposes of Section 5.02(a)(i), the permissibility of any Specified Transaction and other transactions any related adjustment contemplated in connection therewith (including the definition of Pro Forma Basis that occurred subsequent to the end of the applicable four quarter period shall not be given pro forma effect. When determining pro forma compliance with Section 9.13 for any incurrence of Indebtedness purpose hereunder during any period ending prior to the first testing date under Section 9.13, the required Total Leverage Ratio and Fixed Charge Coverage Ratio or component definition thereof shall be 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 therewithapplicable ratio for the first testing date thereunder.

Pro Forma Calculations. With Notwithstanding anything to the contrary herein, the Total Leverage Ratio shall be calculated on a Pro Forma Basis with respect to any period during which the Transactions or any each Specified Transaction occursoccurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that, notwithstanding the foregoing, when calculating the Total Leverage Ratio for purposes of (i) determining the Applicable Rate in respect applicable percentage of such period, calculation Excess Cash Flow for purposes of the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated Total Leverage Ratio Section 2.04(b) and Consolidated Secured Leverage Ratio (ii) determining actual compliance (and not Pro Forma Compliance or for any other purpose hereunder, with respect to such period shall be made compliance on a Pro Forma Basis; provided that) with the financial covenant set forth in Section 7.10, any Specified Transaction and any related adjustment contemplated in the definition of “Pro Forma Basis” (and corresponding provisions of the definition of “Consolidated EBITDA”) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. Notwithstanding the foregoing, for the purposes of Sections 2.13 (other than in connection with any Specified Transaction that is a Limited Condition Transactionan Revolving Credit Commitment Increase) and 7.02(i), for purposes of determining compliance with any test or covenant contained in this Agreement during any period which requires the calculation of any of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, and, at the option of the Borrower (the Borrower’s election respect to exercise such option in connection with any Limited Condition TransactionAcquisition only, an “LCA Election”) the date of determination for calculation of any such ratios or baskets at Parent’s option (which election shall be deemed made in writing by Parent on or prior to be the date the definitive agreements for such Specified Transaction that acquisition agreement is a Limited Condition Transaction 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 fiscal quarter for which financial statements are available ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For 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 due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject respect to such Limited Condition TransactionAcquisition), at the Total Leverage Ratio shall be determined, and any default or prior to the consummation event of default blocker shall be tested, as of the relevant transaction or action, date the definitive acquisition agreement for 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 TransactionAcquisition is entered into and calculated as if such Limited Condition Acquisition and other pro forma events in connection therewith were consummated on such date, then provided that (i) other than as specifically provided below in this Section 1.10 the Consolidated Net Income (and any other financial defined term derived therefrom) shall not include any Consolidated Net Income of, or attributable to, the target company or assets associated with any such Limited Condition Acquisition for usages other than in connection with any subsequent calculation the applicable transaction pertaining to such Limited Condition Acquisition unless and until the closing of any ratio or basket availability with respect to any other Specified Transaction such Limited Condition Acquisition shall have actually occurred, (ii) the determination of the Total Leverage Ratio under this Agreement on or following the relevant LCA Test Date date of the definitive acquisition agreement and prior to the earlier of the date on which such Limited Condition Transaction acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction acquisition is terminated or expires without consummation of such Limited Condition Transactionterminated, any such ratio or basket shall be calculated and tested both (i) on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction acquisition and other transactions pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofIndebtedness) have been consummated and (ii) on a stand-alone basis without giving effect unless, for purposes not related to such Limited Condition Transaction Acquisition, such calculation would result in a lower Total Leverage Ratio, and (iii) after the signing date but before the closing date for a Limited Condition Acquisition, the determination of ratios and baskets for purposes not related to such Limited Condition Acquisition shall be made as if the closing date had occurred on the same date as the signing date until such earlier time on which the applicable Limited Condition Acquisition is consummated, terminated or abandoned , other transactions than to the extent such treatment would result in connection therewithan increase to availability under any basket or reduction in any ratio (the proviso of this sentence shall be referred to as the “Limited Condition Acquisition Proviso”). With respect to any provision of this 52 Table of Contents Agreement (other than the provisions of Section 6.02(a) or Section 7.10) that requires compliance or Pro Forma Compliance with the financial covenant set forth in Section 7.10 prior to the end of the first full fiscal quarter after the Closing Date, such compliance or Pro Forma Compliance shall be with the financial covenant set forth in Section 7.10 at the end of the first full fiscal quarter after the Closing Date.

Pro Forma Calculations. With respect (a) Notwithstanding anything to any period during which the Transactions or any Specified Transaction occurscontrary herein, for purposes of determining the Applicable Rate in respect of such periodAdjusted EBITDA, calculation of the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total AssetsNet Income and any financial ratios or tests, Consolidated including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio, Consolidated shall be calculated in the manner prescribed by this Section 1.08; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.08, when calculating the Total Net Leverage Ratio for purposes of determining actual compliance (and Consolidated Secured Leverage Ratio or for any other purpose hereundernot Pro Forma Compliance, with respect to such period shall be made compliance on a Pro Forma Basis; provided thatBasis or determining compliance giving Pro Forma Effect to a transaction) with Section 7.01, the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect. (b) For purposes of calculating Adjusted EBITDA, EBITDA, Consolidated Net Income and any financial ratios or tests, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith, subject to clause (d) of this Section 1.08) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with any Specified Transaction that is a Limited Condition Transaction, the event for purposes of determining compliance with any test or covenant contained in this Agreement during any period which requires the calculation of any of the foregoing ratios Adjusted EBITDA, EBITDA, Consolidated Net Income or any baskets that is measured as a percentage of Consolidated EBITDA 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 any such ratios or baskets shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction 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 fiscal quarter for which financial statements are available ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For 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 due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has is 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 Specified Transaction 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 and tested both (i) on a Pro Forma Basis assuming that all such Limited Condition Transaction Specified Transactions (and other transactions any increase or decrease in connection therewith (including any incurrence of Indebtedness Adjusted EBITDA, EBITDA, Consolidated Net Income and the use component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of proceeds thereofthe applicable Test Period. (c) have been consummated and (ii) on Whenever Pro Forma Effect is to be given to a stand-alone basis without giving effect to such Limited Condition Transaction and other transactions Specified Transaction, the pro forma calculations shall be made in connection therewith.good faith by a Responsible Officer of the Parent 67

Pro Forma Calculations. With respect Notwithstanding anything to any period during which the Transactions or any Specified Transaction occurscontrary contained herein, all calculations of the Consolidated Leverage Ratio (including for purposes of determining the Applicable Rate in respect of such period, calculation of Rate) and the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated Total Leverage Coverage Ratio and Consolidated Secured Leverage Ratio or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma BasisBasis with respect to all Specified Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four quarter period but not later than the date of such calculation; provided provided, that, in connection notwithstanding the foregoing, when calculating the Consolidated Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (x) compliance with Section 8.11 and/or (y) the Applicable Rate, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis that is a Limited Condition Transaction, for occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any test or covenant contained in provision of this Agreement during any period which requires the calculation of any of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection Pro Forma Compliance with any Limited Condition Transactionfinancial covenant set forth in Section 8.11, an “LCA Election”(x) in the date of determination for calculation case of any such ratios or baskets compliance required after delivery of financial statements for the fiscal year ending October 31, 2013, such Pro Forma Compliance shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving pro forma effect determined by reference to the Limited Condition Transaction and maximum Consolidated Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for 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 fiscal quarter most recently then ended for which financial statements are available ending have been delivered (or were required to have been delivered) in accordance with Section 7.01(a) or (b), or (y) in the case of any such compliance required prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date delivery referred to in compliance with such ratio or basketclause (x) above, such ratio or basket Pro Forma Compliance shall be deemed determined by reference to have been complied withthe maximum Consolidated Leverage Ratio and/or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter ending October 31, 2013. For Notwithstanding anything to the avoidance contrary herein, for purposes of doubtcalculating the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio at any time prior to the first delivery of financial statements pursuant to Section 7.01(a) or (b), if the Borrower has made an LCA Election and any such calculation shall be determined based on pro forma financial statements of the ratios or baskets for which compliance was determined or tested as of Company and its Subsidiaries, in form and substance satisfactory to the LCA Test Date are exceeded as a result of fluctuations in any such ratio or basketAdministrative Agent, including due delivered to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or Administrative Agent 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 applicable Specified Transaction and thereafter, based on the most recent financial statements delivered pursuant to Section 7.01(a) 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 and tested both (i) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness 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 therewithb).

Pro Forma Calculations. With Notwithstanding anything to the contrary herein, the First Lien Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated on a Pro Forma Basis with respect to any period during which the Transactions or any each Specified Transaction occursoccurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that, notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the Applicable Rate in respect applicable percentage of such period, calculation Excess Cash Flow for purposes of the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated Total Leverage Ratio Section 2.05(b) and Consolidated Secured Leverage Ratio (ii) determining actual compliance (and not Pro Forma Compliance or for any other purpose hereunder, with respect to such period shall be made compliance on a Pro Forma Basis; provided that) with the financial covenant set forth in Section 7.10, in connection with any Specified Transaction and any related adjustment contemplated in the definition of “Pro Forma Basis” (and corresponding provisions of the definition of “Consolidated EBITDA”) that is a occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. Notwithstanding the foregoing, with respect to any 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 of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, andAcquisition only, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transactionoption, an “LCA Election”) the date of determination for calculation of any such ratios or baskets First Lien Net Leverage Ratio and the Total Net Leverage Ratio shall be deemed to determined, and any default or event of default blocker shall be tested, as of the date the definitive agreements acquisition agreement for such Specified Transaction that is a Limited Condition Transaction are Acquisition is entered into (and calculated as if the “LCA Test Date”) acquisition and if, after giving other pro forma effect to the Limited Condition Transaction and the other transactions to be entered into events in connection therewith were consummated on such date, provided that (including any incurrence of Indebtedness and the use of proceeds thereofi) other than as if they had occurred at the beginning of the most recent fiscal quarter for which financial statements are available ending prior to the LCA Test Datespecifically provided below in this Section 1.11, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election Consolidated Net Income (and any of other financial defined term derived therefrom) shall not include any Consolidated Net Income of, or attributable to, the ratios target company or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in assets associated with any such ratio or basket, including due to fluctuations Limited Condition Acquisition for usages other than in Consolidated EBITDA or Consolidated Total Assets of connection with the Borrower or the Person subject applicable transaction pertaining to such Limited Condition TransactionAcquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred, at or prior to (ii) the consummation determination 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 First Lien Net Leverage Ratio and 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 Specified Transaction Total Net Leverage Ratio on or following the relevant LCA Test Date date of the definitive acquisition agreement and prior to the earlier of the date on which such Limited Condition Transaction acquisition is consummated or the date that the definitive agreement for such Limited Condition Transaction acquisition is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested both (i) on a Pro Forma Basis pro forma basis assuming such Limited Condition Transaction acquisition and other transactions pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereofIndebtedness) have been consummated consummated, and (iiiii) on after the signing date but before the closing date for a stand-alone basis without giving effect Limited Condition Acquisition, the determination of ratios and baskets for purposes not related to such Limited Condition Transaction and Acquisition shall be made as if the closing date had occurred on the same date as the signing date until such earlier time on which the applicable Limited Condition Acquisition is consummated, terminated or abandoned (the proviso of this sentence shall be referred to as the “Limited Condition Acquisition Proviso”). With respect to any provision of this Agreement (other transactions than the provisions of Section 6.02(a) or Section 7.10) that requires compliance or Pro Forma Compliance with the financial covenant set forth in connection therewithSection 7.10, such compliance or Pro Forma Compliance shall be required regardless of whether the Borrower is otherwise required to comply with such covenant under the terms of Section 7.10 at such time.

Pro Forma Calculations. With respect to any period during which the Transactions or any Specified Transaction occurs, for purposes of determining compliance with the Applicable Rate covenants contained in respect Sections 6.10 and 6.11 or otherwise for purposes of such period, calculation of determining the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated the Applicable Total Net Leverage Ratio and Consolidated Secured Ratio, the First Lien Net Leverage Ratio or for any other purpose hereunderthe Cash Interest Expense Coverage Ratio, calculations with respect to such period shall be made on a Pro Forma Basis; provided that, . In connection with any action being taken in connection with any Specified Transaction that is a Limited Condition TransactionAcquisition, for purposes of (i) determining compliance with any test or covenant contained in provision of this Agreement during (other than the financial covenants set forth in Section 6.10 and Section 6.11) which is subject to a Default or an Event of Default qualifier (including any period which representation and warranty related thereto) or requires the calculation of any financial ratio or test, including the First Lien Net Leverage Ratio, the Applicable Total Net Leverage Ratio and the Total Net Leverage Ratio or (ii) testing availability under baskets set forth in this Agreement (including baskets subject to Default or Event of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, andDefault conditions), at the option of the Borrower (and if the Borrower’s election Borrower elects to exercise such option, such option in connection with any shall be exercised on or prior to the date on which the definitive agreements for such Limited Condition Transaction, an “LCA Election”Acquisition are entered into) the date of such determination for calculation of any such ratios or baskets shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction Acquisition are entered into (the “LCA LCT Test Date”) ), and if, after giving pro forma effect Pro Forma Effect to the Limited Condition Transaction Acquisition (and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent fiscal quarter for which financial statements are available ending prior to the LCA Test Datetherewith), the Borrower could would have taken been permitted to take such action on the relevant LCA LCT Test Date in compliance with such ratio ratio, test or basketbasket (and any related representations, warranties, requirements and conditions), such ratio ratio, test or basket (and any related representations, warranties, requirements and conditions) shall be deemed to have been complied withwith (or satisfied). For the avoidance of doubt, if the Borrower has made an LCA LCT Election and any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCA LCT Test Date are exceeded would have failed to have been complied with as a result of fluctuations in any such ratio ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets baskets, tests or ratios will not be deemed to have failed to have been exceeded complied with as a result of such fluctuations. If the Borrower has made an LCA LCT Election for any Limited Condition TransactionAcquisition, then in connection with any subsequent calculation of any ratio ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any investment permitted under Section 6.04, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness or any other Specified Transaction on action or transaction (each, a “Subsequent Transaction”) following the relevant LCA LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction Acquisition is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction Acquisition is terminated or expires without consummation of such Limited Condition TransactionAcquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be calculated and tested both (i) required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction Acquisition 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 assuming such Limited Condition Transaction Acquisition and other transactions in connection therewiththerewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

Pro Forma Calculations. With respect Notwithstanding anything to any period during which the Transactions or any Specified Transaction occurscontrary contained herein, all calculations of the Consolidated Leverage Ratio (including for purposes of determining the Applicable Rate in respect of such period, calculation of Rate) and the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated Total Leverage Fixed Charge Coverage Ratio and Consolidated Secured Leverage Ratio or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma BasisBasis with respect to all Specified Transactions occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four quarter period but not later than the date of such calculation; provided provided, that, in connection notwithstanding the foregoing, when calculating the Consolidated Leverage Ratio and/or the Consolidated Fixed Charge Coverage Ratio for purposes of determining (x) compliance with Section 8.11 and/or (y) the Applicable Rate), any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis that is a Limited Condition Transaction, for occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any test or covenant contained in provision of this Agreement during any period which requires the calculation of any of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection Pro Forma Compliance with any Limited Condition Transactionfinancial covenant set forth in Section 8.11, an “LCA Election”(x) in the date of determination for calculation case of any such ratios or baskets compliance required after delivery of financial statements for the fiscal quarter ending November 30, 2014, such Pro Forma Compliance shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving pro forma effect determined by reference to the Limited Condition Transaction and maximum Consolidated Leverage Ratio and/or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for 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 fiscal quarter most recently then ended for which financial statements are available ending have been delivered (or were required to have been delivered) in accordance with Section 7.01(a) or (b), or (y) in the case of any such compliance required prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date delivery referred to in compliance with such ratio or basketclause (x) above, such ratio or basket Pro Forma Compliance shall be deemed determined by reference to have been complied withthe maximum Consolidated Leverage Ratio and/or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter ending November 30, 2014. For Notwithstanding anything to the avoidance contrary herein, for purposes of doubt, if calculating the Borrower has made an LCA Election Consolidated Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio at 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 due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or time prior to the consummation first delivery of financial statements pursuant to Section 7.01(a) or (b), such calculation shall be determined based on the pro forma consolidated financial statements of the relevant transaction Company and its Subsidiaries set forth on Schedule 1.01(a) hereto and thereafter, based on the most recent financial statements delivered pursuant to Section 7.01(a) 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 Specified Transaction 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 and tested both (i) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness 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 therewithb).

Pro Forma Calculations. With respect to any period during which the Transactions or any Specified Transaction occurs, for purposes of determining the Applicable Rate in respect of such period, calculation of the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated Total Leverage Ratio and Consolidated Secured Leverage Ratio or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma Basis; provided that, in connection with any Specified Transaction 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 of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA 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 any such ratios or baskets shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction 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 fiscal quarter for which financial statements are available ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be shallbe 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 due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition 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 and tested both (i) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness 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. With respect Notwithstanding anything to any period during which the Transactions or any Specified Transaction occurscontrary contained herein, all calculations of the Consolidated Total Leverage Ratio (including for purposes of determining the Applicable Rate in respect of such periodRate), calculation of the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio (including for purposes of compliance with Section 7.11), and the Consolidated Fixed Charge Coverage Ratio, Consolidated Total Leverage Ratio and Consolidated Secured Leverage Ratio or for any other purpose hereunderin each case, with respect to such period shall be made on a Pro Forma BasisBasis with respect to all Specified Transactions occurring during the applicable Measurement Period to which such calculation relates, and/or subsequent to the end of such Measurement Period but not later than the date of such calculation; provided provided, that, notwithstanding the foregoing, when calculating the Consolidated Total Leverage Ratio, the Consolidated Total Net Leverage Ratio, or the Consolidated Fixed Charge Coverage Ratio, in connection each case, for purposes of determining (i) compliance with Section 7.11, and/or (ii) the Applicable Rate, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis that is a Limited Condition Transaction, for occurred subsequent to the end of the applicable Measurement Period shall not be given Pro Forma Effect. For purposes of determining compliance with any test or covenant contained in provision of this Agreement during any period which requires the calculation of any of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection Pro Forma Compliance with any Limited Condition Transactionfinancial covenant set forth in Section 7.11, an “LCA Election”(A) in the date of determination for calculation case of any such ratios or baskets compliance required after delivery of financial statements for the fiscal quarter ending October 31, 2018, such Pro Forma Compliance shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving pro forma effect determined by reference to the Limited Condition Transaction and maximum Consolidated Total Net Leverage Ratio and/or the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the use of proceeds thereof) as if they had occurred at the beginning of the most recent fiscal quarter most recently then ended for which financial statements are available ending have been delivered (or were required to have been delivered) in accordance with Section 6.01(a) or (b), as applicable, or (B) in the case of any such compliance required prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date delivery referred to in compliance with such ratio or basketclause (A) above, such ratio or basket Pro Forma Compliance shall be deemed determined by reference to have been complied with. For (x) the avoidance of doubtPro Forma Financial Statements, if and (y) 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 due to fluctuations in Consolidated EBITDA or maximum Consolidated Total Assets of Net Leverage Ratio and/or the Borrower or minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the Person subject to such Limited Condition Transactionfiscal quarter ending October 31, 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 Specified Transaction 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 and tested both (i) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness 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 therewith2018.

Pro Forma Calculations. With respect Notwithstanding anything to any period during which the Transactions or any Specified Transaction occurscontrary contained herein, all calculations of the Consolidated Leverage Ratio (including for purposes of determining the Applicable Rate in respect of such period, calculation of Rate) and the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated Total Leverage Coverage Ratio and Consolidated Secured Leverage Ratio or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma BasisBasis with respect to all Specified Transactions occurring during the applicable Measurement Period to which such calculation relates, and/or subsequent to the end of such Measurement Period but not later than the date of such calculation; provided provided, that, in connection notwithstanding the foregoing, when calculating the Consolidated Leverage Ratio and/or the Consolidated Interest Coverage Ratio for purposes of determining (i) compliance with Section 7.11, and/or (ii) the Applicable Rate, any Specified Transaction and any related adjustment contemplated in the definition of “Pro Forma Basis” that is a Limited Condition Transaction, for occurred subsequent to the end of the applicable Measurement Period shall not be given Pro Forma Effect. For purposes of determining compliance with any test or covenant contained in provision of this Agreement during any period which requires the calculation of any of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assets, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection Pro Forma Compliance with any Limited Condition Transactionfinancial covenant set forth in Section 7.11, an “LCA Election”(A) in the date of determination for calculation case of any such ratios or baskets compliance required after delivery of financial statements for the fiscal quarter ending July 28, 2017, such Pro Forma Compliance shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving pro forma effect determined by reference to the Limited Condition Transaction and maximum Consolidated Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for 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 fiscal quarter most recently then ended for which financial statements are available ending have been delivered (or were required to have been delivered) in accordance with Section 6.01(a) or (b), or (B) in the case of any such compliance required prior to the LCA Test Datedelivery referred to in clause (A) above, such Pro Forma Compliance shall be determined by reference to (1)(x) Consolidated EBITDA for each Historical EBITDA Period as set forth in the Borrower could have taken such action last sentence of the definition of “Consolidated EBITDA” in Section 1.01, and (y) the amount of Indebtedness that would be set forth on a consolidated balance sheet of the Parent and its Subsidiaries prepared as of April 28, 2017, giving effect to the Transactions occurring on the relevant LCA Test Closing 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 due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition 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 and tested both (i) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated Basis, and (ii2) on a stand-alone basis without giving effect to such Limited Condition Transaction and other transactions in connection therewiththe maximum Consolidated Leverage Ratio and/or minimum Consolidated Interest Coverage Ratio, as applicable, permitted for the fiscal quarter ending July 28, 2017.

Pro Forma Calculations. With respect to any period during which the Transactions or any Specified Transaction occurs, for purposes of determining the prepayments required pursuant to Section 2.11(d) and the Applicable Rate Margin in respect of such period, calculation of the Consolidated Interest Expense First Lien Net Leverage Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total Net Leverage Ratio, Consolidated Total Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio or for any other purpose hereunderhereunder (or determination of whether a Default or Event of Default has occurred and is continuing), with respect to such period shall be made on a Pro Forma Basis; provided that, in connection with any Specified Transaction 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 of the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA or Consolidated Total Assetsdetermination of whether a Default or Event of Default has occurred and is continuing, 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 any such ratios or baskets or determination of whether a Default or Event of Default has occurred and is continuing shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction 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 fiscal quarter for which financial statements are available Applicable Date of Determination ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. For 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 due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower Holdco or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition 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 and tested both (i) on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness 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 therewithconsummated.

Pro Forma Calculations. With respect Notwithstanding anything to any period during which the Transactions or any Specified Transaction occurscontrary (subject to Section 1.02(i)) herein, for purposes of determining the Applicable Rate in respect of such period, calculation of the Consolidated Interest Expense Ratio, Consolidated EBITDA, Consolidated Total Assets, Consolidated Total First Lien Net Leverage Ratio, Consolidated Total the Senior Secured Net Leverage Ratio and Consolidated Secured the Total Net Leverage Ratio or shall be calculated (including for any other purpose hereunder, purposes of Sections 2.14 and 2.17) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period shall be made but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis; provided that) with the financial covenant set forth in Section 7.11, in connection with any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that is a Limited Condition Transaction, for occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any test or covenant contained in provision of this Agreement during any period which requires Pro Forma Compliance with the calculation of any of financial covenant set forth in Section 7.11, (x) in the foregoing ratios or any baskets that is measured as a percentage of Consolidated EBITDA 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 case of any such ratios or baskets compliance required after delivery of financial statements for the fiscal quarter ending September 30, 2013, such Pro Forma Compliance shall be deemed to be the date the definitive agreements for such Specified Transaction that is a Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving pro forma effect determined by reference to the Limited Condition Transaction and maximum First Lien Net Leverage Ratio permitted for 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 fiscal quarter most recently then ended for which financial statements are available ending have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date delivery referred to in compliance with such ratio or basketclause (x) above, such ratio or basket Pro Forma Compliance 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 due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, at or prior by reference to the consummation of maximum First Lien Net Leverage Ratio permitted for the relevant transaction or actionfiscal quarter ending September 30, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations2013. 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 With respect to any provision of this Agreement (other Specified Transaction on than the provisions of Section 6.02(a) or following Section 7.11) that requires compliance or Pro Forma Compliance with the relevant LCA Test Date and prior to the earlier of the date on which financial covenant set forth in Section 7.11, such Limited Condition Transaction is consummated compliance 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 Pro Forma Compliance shall be calculated and tested both (i) on a Pro Forma Basis assuming required regardless of whether the Dutch Borrower is otherwise required to comply with such Limited Condition Transaction and other transactions in connection therewith (including any incurrence covenant under the terms of Indebtedness and the use of proceeds thereof) have been consummated and (ii) on a stand-alone basis without giving effect to Section 7.11 at such Limited Condition Transaction and other transactions in connection therewithtime.