Common use of Certain Calculations Clause in Contracts

Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.07 (but not for purposes of determining the Applicable Rate) and (ii) clause “v” of the definition of Permitted Acquisition, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold (which financial statements shall be audited if the aggregate consideration paid, to be paid, received or to be received in connection with such Subject Transaction is greater than the product of (i) the total net sales of Holdings and its consolidated Subsidiaries for the most recently completed four Fiscal Quarter period, determined on a pro forma basis to reflect previously completed acquisitions (but not such Subject Transaction), multiplied by (ii) 5%) and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).

Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for i) For purposes of determining compliance with (i) the financial covenants set forth in this Section 6.07 6.6(a), (but not for purposes of determining the Applicable Rateb) and (ii) clause “v” c), the minimum Revenues, Access Lines and Minimum EBITDA/Maximum EBITDA Loss specified in such Sections shall be increased for any period in which a Subject Acquisition has occurred and each succeeding period thereafter by 100% of the definition of Permitted Acquisition, Revenues and Access Lines (if any) and Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure entity or assets being acquired for the then most recently completed Fiscal Quarter prior to the date of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) such acquisition using the historical financial statements of any business so acquired or to be acquired or sold or to be sold (which financial statements shall be audited if the aggregate consideration paidsuch entity, to be paid, received or to be received in connection with such Subject Transaction is greater than the product of (i) the total net sales of Holdings and its consolidated Subsidiaries for the most recently completed four Fiscal Quarter period, determined on a pro forma basis to reflect previously completed acquisitions (but not such Subject Transaction), multiplied by (ii) 5%) and the consolidated financial statements of Holdings Borrower and its Subsidiaries which shall be reformulated restated on a pro forma basis as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, transaction had been consummated or incurred or repaid at the beginning of such period; and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) For purposes of determining compliance with the financial covenants set forth in Section 6.6(a), (b) and (c), the minimum Revenues, Access Lines and Consolidated EBITDA specified in such Sections shall be decreased for any period (in which a Subject Asset Sale has occurred and assuming that such Indebtedness bears interest during any portion each succeeding period thereafter by 100% of the applicable measurement period Revenues, Access Lines (if any) and Consolidated EBITDA of the entity or assets being sold for the then most recently completed Fiscal Quarter prior to the relevant acquisition date of such sale and the consolidated financial statements of Borrower and its Subsidiaries shall be restated on a pro forma basis as if such transaction had been consummated at the weighted average beginning of such period; and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. Further, the covenant levels set forth in Sections 6.6(a), (b) and (c) assume consummation of the interest rates applicable to outstanding Loans incurred during TriVergent Acquisition on October 1, 2000. For the purposes of determining compliance with such period)covenants, the consolidated financial statements of Borrower and its Subsidiaries shall be restated on a pro forma basis as if the TriVergent Acquisition had so then been consummated.

Certain Calculations. With respect to any period during which (i) a recalculation of Midstream EBITDA has been made pursuant to Section 2.08(b)(iii) or (ii) an asset acquisition, Permitted Acquisition Acquisition, Disposition, or redesignation of a Subsidiary as either an Asset Sale Unrestricted Subsidiary or a Restricted Subsidiary having , in each case of this clause (ii), a fair market value in excess of $20,000,000, has occurred (each, a “Subject Transaction”), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.07 (but not 9.01 and for purposes of determining the Applicable Rate) and (ii) clause “v” of the definition of Permitted AcquisitionMidstream EBITDA as used in Section 2.08(b)(ii), Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transactionSubject Transaction, are factually supportable and are expected to have a continuing impact, in each case case, determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act of 1933 and as interpreted by the staff of the Securities and Exchange CommissionSEC, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdingsthe Ultimate General Partner) using the historical financial statements (audited, if available) applicable to the subject of any business so acquired or to be acquired or sold or to be sold (which financial statements shall be audited if the aggregate consideration paid, to be paid, received or to be received in connection with such Subject Transaction is greater than the product of (i) the total net sales of Holdings and its consolidated Subsidiaries for the most recently completed four Fiscal Quarter period, determined on a pro forma basis to reflect previously completed acquisitions (but not such Subject Transaction), multiplied by (ii) 5%) and the consolidated financial statements of Holdings the Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).

Certain Calculations. (i) Notwithstanding any provision of this Agreement to the contrary, (x) for purposes of calculating Consolidated EBITDA for any period including the third and/or fourth Fiscal Quarters of 1997, Consolidated EBITDA shall be deemed to be $29,100,000 for the third Fiscal Quarter of 1997 and $24,600,000 for the fourth Fiscal Quarter of 1997, (y) subject to the provisions of the preceding clause (x), for purposes of calculations under subsection 7.6, calculations shall be made as if the Union Merger and related transactions (including, without limitation, borrowings of all the Tranche C Term Loans) had been consummated as of January 1, 1998, and (z), Consolidated Interest Expense and Consolidated Fixed Charges shall be calculated prior to December 31, 1998 in accordance with Schedule 7.6E. (ii) With respect to any period during which a Permitted Acquisition new Subsidiaries, assets or an Asset Sale has occurred (each, a “Subject Transaction”businesses are acquired pursuant to subsection 7.7(v) or 7.7(vi), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.07 (but not for purposes of determining the Applicable Rate) and (ii) clause “v” of the definition of Permitted Acquisitionsubsection 7.6, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges Interest Expense shall be calculated with respect to such period periods and such Subsidiaries, assets or businesses on a pro forma basis (including including, except with respect to the Union Acquisition, pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange CommissionCommission prior to December 1996, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of HoldingsCompany) using the historical financial statements of any business all entities or assets so acquired or to be acquired or sold or to be sold (which financial statements shall be audited if the aggregate consideration paid, to be paid, received or to be received in connection with such Subject Transaction is greater than the product of (i) the total net sales of Holdings and its consolidated Subsidiaries for the most recently completed four Fiscal Quarter period, determined on a pro forma basis to reflect previously completed acquisitions (but not such Subject Transaction), multiplied by (ii) 5%) and the consolidated financial statements of Holdings Company and its Subsidiaries which shall be reformulated (i) as if such Subject Transactionacquisition, and any acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period), and (ii) otherwise in conformity with certain procedures to be agreed upon between Co-Administrative Agents and Company, all such calculations to be in form and substance satisfactory to Co-Administrative Agents.

Certain Calculations. (i) With respect to calculations of Consolidated Fixed Charges, Consolidated EBITDA and Consolidated Cash Interest Expense for any four-Fiscal Quarter period including the Effective Date (each such period being a "Pro Forma Calculation Period"), such calculations shall be made on a pro forma basis assuming, in each case, (a) that the Effective Date, the Transaction and the related borrowings by Company pursuant to this Agreement occurred on the first day of the applicable Pro Forma Calculation Period; (b) that Consolidated EBITDA and Consolidated Capital Expenditures for the [two] applicable Fiscal Quarters ending prior to the Effective Date are as set forth on Schedule 7.6E annexed hereto; [and (c) that, with respect to calculations of Consolidated Cash Interest Expense and each component of Consolidated Fixed Charges other than Consolidated Capital Expenditures (Consolidated Cash Interest Expense and each such component being, individually, a "Fixed Charge Component"), the amount of each such Fixed Charge Component for the Pro Forma Calculation Period ending in June 1998 shall equal the product of (i)(x) the amount of such Fixed Charge Component for the Fiscal Quarter ending in June 1998 plus (y) (1) the Fixed Charged Component for the Fiscal Quarter ending in March 1998 for the Business and the Log Cabin Business plus (2) the Fixed Charge Component for the ▇▇▇▇▇▇ ▇▇▇▇▇ Business for the period from the Effective Date to March 31, 1998 (multiplied by the product of ninety (90) divided by the number of days from the Effective Date to March 31, 1998) multiplied by (ii) 2.] (ii) With respect to any period during which a Permitted Acquisition new Subsidiaries, assets or an Asset Sale has occurred (each, a “Subject Transaction”businesses are acquired pursuant to subsection 7.7(vii), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.07 (but not for purposes of determining the Applicable Rate) and (ii) clause “v” of the definition of Permitted Acquisitionsubsection 7.6, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges Interest Expense shall be calculated with respect to such period periods and such Subsidiaries, assets or businesses on a pro forma basis (including pro forma (x) any adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdingsthe Company, that would, in the reasonable determination of the Company satisfy the requirements of Rule 11-02(a) of Regulation S-X of the Securities Act as if included in a registration statement filed with the Securities and Exchange Commission and (y) any other operating expense reductions reasonably expected to result from any acquisition of stock or assets if such expected reductions are (1) set forth in reasonable detail in a plan approved by and set forth in resolutions adopted by the Board of Directors of the Company, and (2) limited to operating expenses specified in such plan (and, if any reductions are set forth in a range, the lowest amount of such range) that would otherwise have resulted in the payment of cash within twelve months after the date of consummation of such transaction, net of any operating expenses (other than extraordinary items, non-recurring or temporary charges and other similar one-time expenses) reasonably expected to be incurred to implement such plan, and that are to be paid in cash during such twelve-month period, certified by the chief financial officer of the Company) using the historical financial statements of any business all entities or assets so acquired or to be acquired or sold or to be sold (which financial statements shall be audited if the aggregate consideration paid, to be paid, received or to be received in connection with such Subject Transaction is greater than the product of (i) the total net sales of Holdings and its consolidated Subsidiaries for the most recently completed four Fiscal Quarter period, determined on a pro forma basis to reflect previously completed acquisitions (but not such Subject Transaction), multiplied by (ii) 5%) and the consolidated financial statements of Holdings Company and its Subsidiaries which shall be reformulated (i) as if such Subject Transactionacquisition, and any acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period), and (a) otherwise in conformity with certain procedures to be agreed upon between Administrative Agent and Company, all such calculations to be in form and substance satisfactory to Administrative Agent.

Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for a) For purposes of (i) determining compliance with (i) the financial covenants set forth in this Section 6.07 6.09, including pursuant to clause (but not for purposes ii) of determining the Applicable Ratedefinition of “Permitted Acquisitions,” the definition of “Unrestricted Subsidiary”, Section 2.20(b)(iii), Section 6.01(m) and Section 6.07(d) and (ii) clause “v” the calculation of the Total Leverage Ratio for purposes of the definition of “Applicable ECF Percentage” (collectively, the “Applicable Calculations”), the following shall apply, except that when calculating compliance with the financial covenants set forth in Section 6.09 on an actual basis (but not when giving Pro Forma Effect to a Permitted AcquisitionAcquisition pursuant to clause (ii) of the definition of “Permitted Acquisitions”) and calculating the Total Leverage Ratio for purposes of the definition of “Applicable ECF Percentage,” the events described in this Section 1.04 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect. (b) If any Subject Transaction (other than Subject Transactions covered by Section 1.04(c)) shall have occurred during the applicable Test Period or subsequent to such Test Period and on or prior to the applicable Calculation Date (as hereinafter defined), Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges Applicable Calculations shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable giving Pro Forma Effect to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold (which financial statements shall be audited if the aggregate consideration paid, to be paid, received or to be received in connection with such Subject Transaction is greater than the product of (i) the total net sales of Holdings and its consolidated Subsidiaries for the most recently completed four Fiscal Quarter period, determined on a pro forma basis to reflect previously completed acquisitions (but not such Subject Transaction), multiplied by (ii) 5%) and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, including Pro Forma Cost Savings (and the change in any associated Consolidated EBITDA resulting therefrom), as if they had occurred on the first day of the Test Period. (c) In the event that Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases, retires, extinguishes or otherwise discharges any Indebtedness subsequent to the commencement of the Test Period for which the Applicable Calculations are being calculated and on or prior to the date on which the event for which the Applicable Calculations are being calculated occurs or as of which the calculation is otherwise made (the “Calculation Date”), then the Applicable Calculations will be calculated giving Pro Forma Effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance, retirement, extinguishment or other discharge of Indebtedness (and any Indebtedness incurred or repaid change in connection therewithConsolidated Interest Expense resulting therefrom), and the use of the proceeds therefrom, as if the same had been consummated or incurred or repaid occurred at the beginning of the applicable Test Period, provided that (i) in calculating the Cash Interest Coverage Ratio no Pro Forma Effect shall be given to the incurrence or repayment of working capital borrowings, unless such Indebtedness has been permanently repaid and (ii) in calculating the Total Leverage Ratio as of the Calculation Date or the last day of the Test Period, the amount of outstanding Consolidated Indebtedness shall be calculated based upon the amount outstanding as of the Calculation Date or such last day of the Test Period, as the case may be, giving Pro Forma Effect to the incurrence or repayment of any such Indebtedness on such date. (d) If since the beginning of the Test Period any person (that subsequently became a Restricted Subsidiary of Borrower or was merged with or into Borrower or any Restricted Subsidiary of Borrower since the beginning of such period) shall have made any transaction that would have required adjustment pursuant to this Section 1.04, then the Applicable Calculations shall be calculated giving Pro Forma Effect thereto for such period as if such transaction had occurred at the beginning of the applicable Test Period. (and assuming e) In calculating the Applicable Calculations, any Person that is a Restricted Subsidiary of Borrower on the applicable Calculation Date will be deemed to have been a Restricted Subsidiary of Borrower at all times during such Test Period. (f) In calculating the Applicable Calculations, any Person that is not a Restricted Subsidiary of Borrower on the applicable Calculation Date will be deemed not to have been a Restricted Subsidiary of Borrower at any time during such Test Period. (g) In calculating the Applicable Calculations, if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness bears will be calculated as if the rate in effect on the applicable Calculation Date had been the applicable rate for the entire period (after giving effect to the operation of any Hedging Agreement applicable to such Indebtedness). (h) In calculating the Applicable Calculations for any period, interest on any Indebtedness under a revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during any the portion of the applicable measurement period during which the Indebtedness was outstanding. (i) For purposes of determining compliance with Section 6.09(a) and (b) on a Pro Forma Basis in order to determine the permissibility of a transaction to the extent such compliance is being measured as of a date prior to the relevant acquisition at the weighted average last day of the interest rates applicable first Test Period for which the covenants in Sections 6.09(a) and (b) are required to outstanding Loans incurred during be satisfied, the levels set forth in Sections 6.09(a) and (b) for the last day of such period)first Test Period shall be deemed to apply in determining compliance with such covenants. (j) In calculating the Applicable Calculations, Unrestricted Subsidiaries shall be disregarded. (k) Calculations of ratios and tests for Pro Forma Basis shall be made for the Test Period then in effect at such time.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), including for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.07 6.8, and the calculations of Leverage Ratio, the First Lien Debt Ratio, the Fixed Charge Coverage Ratio, Secured Debt Ratio, Consolidated Interest Coverage Ratio and Excess Availability in Available Excess Cash Flow, the Excess Cash Flow Payment Conditions, Section 6.1(k), Section 6.9(d), clause (but not for purposes of determining the Applicable Rate5) and (ii) clause “v” of the definition of Permitted Acquisitionproviso to Section 10.6(i), Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges Charges, as applicable, all financial ratios and other financial calculations pursuant to the Credit Documents shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities Facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of HoldingsCompany) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold (which financial statements shall be audited if the aggregate consideration paid, to be paid, received or to be received in connection with such Subject Transaction is greater than the product of (i) the total net sales of Holdings and its consolidated Subsidiaries for the most recently completed four Fiscal Quarter period, determined on a pro forma basis to reflect previously completed acquisitions (but not such Subject Transaction), multiplied by (ii) 5%) and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period. (ii) For the purposes of calculating Consolidated Adjusted EBITDA of the Company, subject to clause (i) above, Consolidated Adjusted EBITDA for (x) the fiscal quarter ended March 31, 2014 shall be deemed to be $10,577,000, (y) the fiscal quarter ended June 30, 2014 shall be deemed to be $29,834,000 and (z) the fiscal quarter ended September 30, 2014 shall be deemed to be $25,147,000. (iii) With respect to any period commencing prior to the Restatement Effective Date, for purposes of determining compliance with the financial covenants set forth in this Section 6.8, Consolidated Adjusted EBITDA shall be calculated with respect to the portion of such period prior to the Restatement Effective Date on a pro forma basis as if the Restatement Effective Date (and the Transactions) occurred on the first day of such period, Consolidated Capital Expenditures shall be calculated with respect to the portion of such period prior to the Restatement Effective Date based on the historical Consolidated Capital Expenditures of the Company during such time, and the other components of Consolidated Fixed Charges (other than Consolidated Interest Expense) shall be calculated with respect to the portion of such period prior to the Restatement Effective Date on a pro forma basis as if the Restatement Effective Date (and the Transactions) occurred on the first day of such period. (iv) With respect to any period commencing prior to the Restatement Effective Date, Consolidated Interest Expense shall be calculated with respect to the portion of such period prior to the Restatement Effective Date on a pro forma basis as if the Restatement Effective Date occurred on the first day of such period (and assuming that the Indebtedness incurred on the Restatement Effective Date was incurred on the first day of such period and, such Indebtedness bears interest during any the portion of the applicable measurement such period prior to the relevant acquisition Restatement Effective Date at the weighted average of the interest rates applicable to outstanding Loans incurred Indebtedness during the portion of such periodperiod on and after the Restatement Effective Date and that no Indebtedness was repaid during the portion of such period prior to the Restatement Effective Date).

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Permitted Acquisition Credit Extension, a Restricted Payment or an Asset Sale Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower has occurred otherwise acquired or disposed of any Capital Stock in a Restricted Operating Company Subsidiary, a Borrower or any of its Restricted Subsidiaries has acquired or disposed of, or there is an Abandonment with respect to, any property with a value in excess of fifty million Dollars ($50,000,000) (each, a “Subject Transaction”), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.07 (but not for purposes of determining the Applicable Rate) and (ii) clause “v” of the definition of Permitted Acquisition6.6, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges Borrower Cash Flow shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-S- X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring chargesSEC, which pro forma adjustments shall be certified by the chief financial officer of HoldingsBorrowers (or officer or representative with similar responsibilities)) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which financial statements cash flows shall be audited if annualized in accordance with the aggregate consideration paid, to be paid, received or to be received in connection with such Subject Transaction is greater than the product last two sentences of (i) the total net sales of Holdings and its consolidated Subsidiaries for the most recently completed four Fiscal Quarter period, determined on a pro forma basis to reflect previously completed acquisitions (but not such Subject Transactionthis Section 6.6(c), multiplied by (ii) 5%) and the consolidated financial statements of Holdings Borrowers and its the Restricted Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition such Subject Transaction at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).. Notwithstanding the foregoing, if a Borrower or any of its Restricted Subsidiaries has acquired, disposed of, or (e) Transfers of equipment or real property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;

Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for 1) For purposes of determining compliance with (i) the financial covenants set forth in this Section 6.07 Sections 6.6(a), (but not for purposes of determining the Applicable Rate) b), (c), and (ii) clause “v” h), the minimum Adjusted Revenues, minimum Access Lines, minimum EBITDA/maximum EBITDA loss, and minimum Gross Profits specified in such Sections shall be increased for any period in which a Subject Acquisition has occurred and each succeeding period thereafter by 100% of the definition of Permitted AcquisitionAdjusted Revenues, Access Lines, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff Gross Profits of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure entity or assets being acquired for the then most recently completed Fiscal Quarter prior to the date of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdings) such acquisition using the historical financial statements of any business so acquired or to be acquired or sold or to be sold (which financial statements shall be audited if the aggregate consideration paidsuch entity, to be paid, received or to be received in connection with such Subject Transaction is greater than the product of (i) the total net sales of Holdings and its consolidated Subsidiaries for the most recently completed four Fiscal Quarter period, determined on a pro forma basis to reflect previously completed acquisitions (but not such Subject Transaction), multiplied by (ii) 5%) and the consolidated financial statements of Holdings Borrower and its Subsidiaries which shall be reformulated restated on a pro forma basis as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, transaction had been consummated or incurred or repaid at the beginning of such period period; and all such pro forma adjustments shall be accompanied by a Financial Officer Certification; (2) for the purposes of determining compliance with the financial covenant set forth in Section 6.6(i), the minimum Available Cash specified in such Section shall be reduced by the aggregate amount of all mandatory prepayments (and assuming that resulting Commitment reductions) pursuant to Section 2.12, but in no event shall such Indebtedness bears interest during specified minimum Available Cash be less than $5,000,000. (ii) For purposes of determining compliance with the financial covenants set forth in Sections 6.6(a), (b), (c) and (h), the minimum Adjusted Revenues, Access Lines, Consolidated EBITDA, and minimum Gross Profits specified in such Sections shall be decreased for any portion period in which a Subject Asset Sale has occurred and each succeeding period thereafter by 100% of the applicable measurement period Adjusted Revenues, Access Lines (if any), Consolidated EBITDA and Gross Profits of the entity or assets being sold for the then most recently completed Fiscal Quarter prior to the relevant acquisition date of such sale and the consolidated financial statements of Borrower and its Subsidiaries shall be restated on a pro forma basis as if such transaction had been consummated at the weighted average beginning of the interest rates applicable to outstanding Loans incurred during such period); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification.

Certain Calculations. (i) Notwithstanding any provision of this Agreement to the contrary, (x) for purposes of calculating Consolidated EBITDA for any period including the third and/or fourth Fiscal Quarters of 1997, Consolidated EBITDA shall be deemed to be $29,100,000 for the third Fiscal Quarter of 1997 and $24,600,000 for the fourth Fiscal Quarter of 1997, (y) subject to the provisions of the preceding clause (x), for purposes of calculations under subsection 7.6, calculations shall be made as if the Union Merger and related transactions (including, without limitation, borrowings of all the Tranche C Term Loans) had been consummated as of January 1, 1998, and (z), Consolidated Interest Expense and Consolidated Fixed Charges shall be calculated prior to the first anniversary of the Effective Date in accordance with Schedule 7.6E. (ii) With respect to any period during which a Permitted Acquisition new Subsidiaries, assets or an Asset Sale has occurred (each, a “Subject Transaction”businesses are acquired pursuant to subsection 7.7(v) or 7.7(vi), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.07 (but not for purposes of determining the Applicable Rate) and (ii) clause “v” of the definition of Permitted Acquisitionsubsection 7.6, Consolidated Adjusted ▇▇▇▇▇▇▇- dated EBITDA and the components of Consolidated Fixed Charges Interest Expense shall be calculated with respect to such period periods and such Subsidiaries, assets or businesses on a pro forma basis (including including, except with respect to the Union Acquisition, pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange CommissionCommission prior to December 1996, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of HoldingsCompany) using the historical financial statements of any business all entities or assets so acquired or to be acquired or sold or to be sold (which financial statements shall be audited if the aggregate consideration paid, to be paid, received or to be received in connection with such Subject Transaction is greater than the product of (i) the total net sales of Holdings and its consolidated Subsidiaries for the most recently completed four Fiscal Quarter period, determined on a pro forma basis to reflect previously completed acquisitions (but not such Subject Transaction), multiplied by (ii) 5%) and the consolidated financial statements of Holdings Company and its Subsidiaries which shall be reformulated (i) as if such Subject Transactionacquisition, and any acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period), and (ii) otherwise in conformity with certain procedures to be agreed upon between Co-Administrative Agents and Company, all such calculations to be in form and substance satisfactory to Co-Administrative Agents.

Certain Calculations. (i) With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.07 (but not including for purposes of determining the Applicable RateLeverage Ratio, the First Lien Debt Ratio, the Secured Debt Ratio, the Consolidated Interest Coverage Ratio, the Fixed Charge Coverage Ratio and Excess Availability in Available Excess Cash Flow, Section 2.13(d), Section 6.1(k), Section 6.9(d), clause (5) and (ii) clause “v” of the definition of Permitted Acquisitionproviso to Section 10.6(i), Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges Charges, as applicable, all financial ratios and other financial calculations pursuant to the Credit Documents shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities Facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of HoldingsCompany) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold (which financial statements shall be audited if the aggregate consideration paid, to be paid, received or to be received in connection with such Subject Transaction is greater than the product of (i) the total net sales of Holdings and its consolidated Subsidiaries for the most recently completed four Fiscal Quarter period, determined on a pro forma basis to reflect previously completed acquisitions (but not such Subject Transaction), multiplied by (ii) 5%) and the consolidated financial statements of Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period. (ii) For purposes of calculating Consolidated Adjusted EBITDA of the Company, subject to clause (i) above, Consolidated Adjusted EBITDA for (x) the fiscal quarter ended March 31, 2014 shall be deemed to be $10,577,000, (y) the fiscal quarter ended June 30, 2014 shall be deemed to be $29,834,000 and (z) the fiscal quarter ended September 30, 2014 shall be deemed to be $25,147,000. (iii) With respect to any period commencing prior to the Restatement Effective Date, Consolidated Capital Expenditures shall be calculated with respect to the portion of such period prior to the Restatement Effective Date on a pro forma basis as if the Restatement Effective Date (and the Transactions) occurred on the first day of such period, and the other components of Consolidated Fixed Charges (other than Consolidated Interest Expense) shall be calculated with respect to the portion of such period prior to the Restatement Effective Date on a pro forma basis as if the Restatement Effective Date (and the Transactions) occurred on the first day of such period. (iv) With respect to any period commencing prior to the Restatement Effective Date, Consolidated Interest Expense shall be calculated with respect to the portion of such period prior to the Restatement Effective Date on a pro forma basis as if the Restatement Effective Date occurred on the first day of such period (and assuming that the Indebtedness incurred on the Restatement Effective Date was incurred on the first day of such period and, such Indebtedness bears interest during any the portion of the applicable measurement such period prior to the relevant acquisition Restatement Effective Date at the weighted average of the interest rates applicable to outstanding Loans incurred Indebtedness during the portion of such periodperiod on and after the Restatement Effective Date and that no Indebtedness was repaid during the portion of such period prior to the Restatement Effective Date).

Certain Calculations. (i) With respect to calculations of Consolidated Fixed Charges, Consolidated EBITDA and Consolidated Cash Interest Expense for any four-Fiscal Quarter period including the Effective Date (each such period being a "Pro Forma Calculation Period"), such calculations shall be made on a pro forma basis assuming, in each case, (a) that the Effective Date, the Transaction and the related borrowings by Company pursuant to this Agreement occurred on the first day of the applicable Pro Forma Calculation Period; (b) that Consolidated EBITDA and Consolidated Capital Expenditures for the three applicable Fiscal Quarters ending prior to the Effective Date are as set forth on Schedule 7.6E annexed hereto; and (c) that, with respect to calculations of Consolidated Cash Interest Expense and each component of Consolidated Fixed Charges other than Consolidated Capital Expenditures (Consolidated Cash Interest Expense and each such component being, individually, a "Fixed Charge Component"), the amount of each such Fixed Charge Component for the Pro Forma Calculation Period for the three applicable Fiscal Quarters ending prior to the Effective Date are as set forth on Schedule 7.6E annexed hereto. (ii) With respect to any period during which a Permitted Acquisition new Subsidiaries, assets or an Asset Sale has occurred (each, a “Subject Transaction”businesses are acquired pursuant to subsection 7.7(vi), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.07 (but not for purposes of determining the Applicable Rate) and (ii) clause “v” of the definition of Permitted Acquisitionsubsection 7.6, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges Interest Expense shall be calculated with respect to such period periods and such Subsidiaries, assets or businesses on a pro forma basis (including pro forma (x) any adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Holdingsthe Company, that would, in the reasonable determination of the Company satisfy the requirements of Rule 11-02(a) of Regulation S-X of the Securities Act as if included in a registration statement filed with the Securities and Exchange Commission and (y) any other operating expense reductions reasonably expected to result from any acquisition of stock or assets if such expected reductions are (1) set forth in reasonable detail in a plan approved by and set forth in resolutions adopted by the Board of Directors of the Company, and (2) limited to operating expenses specified in such plan (and, if any reductions are set forth in a range, the lowest amount of such range) that would otherwise have resulted in the payment of cash within twelve months after the date of consummation of such transaction, net of any operating expenses (other than extraordinary items, non-recurring or temporary charges and other similar one-time expenses) reasonably expected to be incurred to implement such plan, and that are to be paid in cash during such twelve-month period, certified by the chief financial officer of the Company) using the historical financial statements of any business all entities or assets so acquired or to be acquired or sold or to be sold (which financial statements shall be audited if the aggregate consideration paid, to be paid, received or to be received in connection with such Subject Transaction is greater than the product of (i) the total net sales of Holdings and its consolidated Subsidiaries for the most recently completed four Fiscal Quarter period, determined on a pro forma basis to reflect previously completed acquisitions (but not such Subject Transaction), multiplied by (ii) 5%) and the consolidated financial statements of Holdings Company and its Subsidiaries which shall be reformulated (i) as if such Subject Transactionacquisition, and any acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such 106 acquisition had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period), and (a) otherwise in conformity with certain procedures to be agreed upon between Administrative Agent and Company, all such calculations to be in form and substance satisfactory to Administrative Agent.

Certain Calculations. (i) With respect to calculations of Consolidated Adjusted EBITDA for any four-Fiscal Quarter period including the Closing Date, such calculations shall be made assuming that Consolidated Adjusted EBITDA for each of the applicable Fiscal Quarters ending prior to the Closing Date is as set forth on Schedule 7.6E annexed hereto. (ii) With respect to any period during which a Permitted Acquisition new Subsidiaries, assets or an Asset Sale has occurred (each, a “Subject Transaction”businesses are acquired pursuant to subsection 7.7(vii), for purposes of determining compliance with (i) the financial covenants set forth in this Section 6.07 (but not for purposes of determining the Applicable Rate) and (ii) clause “v” of the definition of Permitted Acquisitionsubsection 7.6, Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges Interest Expense shall be calculated with respect to such period periods and such Subsidiaries, assets or businesses on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under of the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, Commission prior to December 1996 which would include cost savings resulting from head count reductionreductions, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of HoldingsCompany) using the historical financial statements of any business all entities or assets so acquired or to be acquired or sold or to be sold (which financial statements shall be audited if the aggregate consideration paid, to be paid, received or to be received in connection with such Subject Transaction is greater than the product of (i) the total net sales of Holdings and its consolidated Subsidiaries for the most recently completed four Fiscal Quarter period, determined on a pro forma basis to reflect previously completed acquisitions (but not such Subject Transaction), multiplied by (ii) 5%) and the consolidated financial statements of Holdings Company and its Subsidiaries which shall be reformulated (a) as if such Subject Transactionacquisition, and any acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period), and (b) otherwise in conformity with certain procedures to be agreed upon between Administrative Agent and Company, all such calculations to be in form and substance satisfactory to Administrative Agent.