Pro Forma Treatment. All pro forma calculations permitted or required to be made by the ​ or any Subsidiary pursuant to this Agreement shall include only those adjustments that # have been certified by a Responsible Officer of the ​ as having been prepared in good faith based upon reasonable assumptions and # are required by the definition of “Consolidated EBITDA”.

Pro Forma Treatment. Each Disposition of all or substantially all of a line of business, and each Acquisition, by the ​ and its Subsidiaries that is consummated during any Measurement Period shall, for purposes of determining compliance with the financial covenants set forth in [Section 7.11] and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of such Measurement Period.

Pro Forma Calculations. Except as expressly provided otherwise herein, all pro forma computations required to be made hereunder giving effect to any acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine whether such acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements required to be delivered pursuant to [Section 7.1(A)] or [Section 7.1(B)] are publicly available (or, prior to the delivery of any such financial statements after the Restated Effective Date, ending with the last fiscal quarter for which financial statements were required to be delivered under the Existing Credit Agreement), and, to the extent applicable (and consistent with the definition of EBITDA), to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings) and any related incurrence or reduction of Indebtedness. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness).

Pro Forma Calculations. Notwithstanding anything herein to the contrary, any calculation of the Consolidated Total Net Leverage Ratio, Consolidated Interest Coverage Ratio, Consolidated Senior Secured Net Leverage Ratio or Consolidated EBITDA (for calculating any ratio) for any Reference Period # during which an event for which such calculation is made shall have occurred or # subsequent to such Reference Period and prior to or simultaneously with the event for which such calculation is made shall in each case be made on a Pro Forma Basis for purposes of making the following determinations:

No Pro Forma Default. No Default shall be continuing after giving effect to the extensions of credit requested to be made on such date and the use of proceeds thereof; provided that, if any Default has occurred and is continuing on such date prior to the application of such proceeds, the Company shall have identified such Default in the request for such extension of credit and shall have represented to the Administrative Agent in such request that the proceeds of such extension of credit shall be used to cure such Default prior to such Default becoming an Event of Default.

Pro Forma Financial Condition. Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to Administrative Agent, that # EBITDA for Borrower and its Subsidiaries for the trailing twelve month period ended March 31, 2019 shall be not less than $26,000,000 and # the Leverage Ratio shall be less than 1.00:100, in each case, both immediately before and immediately after giving Pro Forma Effect to the Transactions.

Pro Rata Treatment. Except to the extent otherwise provided herein: # each Borrowing of a Class shall be made from the [[Consenting Lenders:Organization]] of such Class, each payment of commitment fees under Section 2.11 shall be made for account of the [[Consenting Lenders:Organization]] of the applicable Class, and each termination or reduction of the amount of the Commitments of a Class under Section 2.08 shall be applied to the respective Commitments of the [[Consenting Lenders:Organization]] of such Class, pro rata according to the amounts of their respective Commitments of such Class; # each Borrowing of a Class shall be allocated pro rata among the [[Consenting Lenders:Organization]] of such Class according to the amounts of their respective Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); # each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for account of the [[Consenting Lenders:Organization]] of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and # each payment of interest on Loans of a Class by the Borrower shall be made for account of the [[Consenting Lenders:Organization]] of such Class pro rata in accordance with the amounts of interest on such Loans of such Class then due and payable to the respective [[Consenting Lenders:Organization]].

Pro Rata Treatment. Except to the extent otherwise provided in this Agreement: # the making and conversion of Loans shall be made among the Lenders based on their respective Pro Rata Shares as to the Loans and # each payment on account of any Obligations to or for the account of one or more of Lenders in respect of any Obligations due on a particular day shall be allocated among the Lenders entitled to such payments based on their respective Pro Rata Shares and shall be distributed accordingly.

Net Income for Holdings, the Borrower and its Restricted Subsidiaries (which shall include giving Pro Forma Effect to any acquisitions and investments and other Pro Forma Events) for such period, plus

Holdings has heretofore furnished to the Lead Arrangers the pro forma consolidated balance sheet as of ​ and the pro forma consolidated statements of operations for the twelve month period ended ​, in each case of Holdings and its Subsidiaries (such pro forma balance sheet and statements of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions as if such transactions had occurred on such date or at the beginning of such period, as the case may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by Holdings to be reasonable as of the date of delivery thereof.

“Pro Forma Basis” or “pro forma effect” shall mean, with respect to any calculation or determination made under this Agreement for any period, such calculation or determination shall be made as follows:

without duplication, cost savings, operating expense reductions and cost synergies in connection with all other events and transactions described in the definition of “Pro Forma Basis” (provided that, in all such cases, any such addbacks that are pro forma cost savings, operating expense reductions and cost synergies shall be subject to the limitations described in the definition of “Pro Forma Basis”); plus

Section # Business Pro Forma 10

Section # Pro Forma Calculations 36

The exclusions set forth in sub-section # above shall not apply to pro forma financial information of the Company, which pro forma Information shall in all events be subject to sub- section # above.

“Pro Forma Compliance” means, with respect to any transaction, that such transaction does not cause, create or result in a Default after giving Pro Forma Effect, based upon the results of operations for the most recently completed Measurement Period to # such transaction and # all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on or after the first day of the relevant Measurement Period.

generated by such acquired, divested, designated, or damaged or condemned property or Person shall be determined in good faith by the Borrowers based on reasonable assumptions; provided, however, that # unless the Borrowers elect to do so, any Acquisition or Disposition involving consideration of less than ​ shall not be required to be included in such pro forma calculations, # such pro forma calculations shall also be reasonably acceptable to the Administrative Agent ifsolely to the extent that such pro forma adjustments to Consolidated EBITDA pursuant to the preceding sentence exceed the lesser of # ​ and # thirty percent (30%) of the Consolidated EBITDA for the Partnership and its Restricted Subsidiaries on a consolidated basis prior to such adjustment, such pro forma calculations shall also be reasonably acceptable to the Administrative Agent, and # no such pro forma adjustments shall be allowed unless, not less than thirty (30) days after the end of such period, the Administrative Agent shall have received such written documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent, supporting such pro forma adjustments.

Section # Pro Forma Calculations 68; Reclassification; IP Matters 70