“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period:

“Consolidated EBITDA”: with respect to the Borrower and its consolidated Subsidiaries for any

“Adjusted Consolidated EBITDA” means for any fiscal period, without duplication # the Consolidated Net Income of Arrow and its CA Subsidiaries for such period, plus # to the extent deducted from earnings in determining Consolidated Net Income for such period, the sum, in each case for such period, of income taxes, interest expense, depreciation expense amortization expense, including amortization of any goodwill or other intangibles, minus # to the extent included in determining Consolidated Net Income for such period, non-cash equity earnings of unconsolidated CA Affiliates, plus # to the extent excluded in determining Consolidated Net Income for such period, cash distributions received by Arrow from unconsolidated CA Affiliates, plus # to the extent deducted from earnings in determining Consolidated Net Income for such period, non-cash charges due to impairments recorded in such period in accordance with the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 142, all as determined on a consolidated basis in accordance with GAAP plus # gains or losses related to the early extinguishment of notes, bonds or other fixed income investments plus # gains or losses due to integration or restructuring charges to the extent disclosed in public filings; provided that in determining Adjusted Consolidated EBITDA for any period of four consecutive fiscal quarters during which any business is acquired by Arrow, such Adjusted Consolidated EBITDA shall be measured on a pro forma basis to include the consolidated EBITDA of the acquired business (determined for such business in the manner Adjusted Consolidated EBITDA is determined for Arrow, as described above in this definition), plus identifiable, board-approved and publicly announced acquisition-related synergies which are expected to be realized over a twelve-month period following such acquisition.

provided that # any cash payment made with respect to any Non-Cash Charges added back in computing Consolidated EBITDA for any prior period pursuant to [clause (a)](vi) above shall be subtracted in computing Consolidated EBITDA for the period in which such cash payment is made and # the aggregate amount of all amounts under clauses (a)(v), [(ix) and (xiii)])] that increase Consolidated EBITDA in any Test Period shall not exceed, and shall be limited to, 20% of Consolidated EBITDA in respect of such Test Period; and minus

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the net income (or loss) of such Person and its Restricted Subsidiaries for such period, calculated on a consolidated basis in accordance with GAAP (with such net income (or loss) being calculated after deducting the amounts for such period described in [clause (1)](a) of the definition of “Consolidated EBITDA”, if any) and before any deduction for preferred stock dividends; provided that:

2 Which, solely for the purposes of this [clause (y)](1), Consolidated EBITDA of Unrestricted Subsidiaries shall be calculated in the same manner as Consolidated EBITDA of the ​ and its Restricted Subsidiaries.

“Threshold Amount” means the greater of # 20% of Closing Date EBITDA and # 20% of TTM Consolidated Adjusted EBITDA.

#Consolidated EBITDA for such four-quarter period

If this Certificate is being delivered in respect of the first, second or third fiscal quarter of the Parent, set forth on ​ hereto is the net increase or net decrease, as applicable, of consolidated deferred revenue attributable to each additional date deemed to be included in such fiscal quarter pursuant to [clause (a)](xi)(B) or (b)(2)(B) of the “Consolidated EBITDA” definition set forth in the Credit Agreement.

the greater of # 50% of Closing Date EBITDA and # 50% of TTM Consolidated Adjusted EBITDA as of the applicable date of determination; plus