Common use of Pro Forma Calculations Clause in Contracts

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower 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 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Cash Interest Coverage Ratio and the Consolidated First Lien Net Leverage Ratio EBITDA shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 14.131.14; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (de) of this Section 14.131.14, (A) when calculating the Consolidated First Lien Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “ECF Percentage Percentage” and (iii) Section 6.12 (other than for the purpose of Excess Cash Flowdetermining Pro Forma Compliance with Section 6.12 in connection with any basket), the events described in this Section 14.13 1.14 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. (b) For purposes of calculating the Total Leverage Ratio and the any financial ratio or test or Consolidated First Lien Net Leverage RatioEBITDA, Specified Transactions (and and, subject to clause (d) below, the incurrence or repayment of any Indebtedness in connection therewith) that have been made (ia) during the applicable Test Period and or (iib) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower Holdings or any of its Restricted Subsidiaries Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 14.131.14, then the Total Leverage Ratio and the such financial ratio or test or Consolidated First Lien Net Leverage Ratio EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.14; provided that with respect to any pro forma calculations to be made in connection with any acquisition or investment in respect of which financial statements for the relevant target are not available for the same Test Period for which financial statements of Holdings are available, the Borrower shall determine such pro forma calculations on the basis of the available financial statements (even if for differing periods) or such other basis as determined on a commercially reasonable basis by the Borrower. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Financial Officer of the Parent Borrower to and may include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including avoidance of doubt the amount of “run rate” cost savings, operating expense reductions and synergies related to any Specified Transaction (including, for the avoidance of doubt, acquisitions occurring prior to the Closing Date) that are projected by the Borrower in good faith to be realized as a result of actions that have been realized taken or initiated or are expected to be realized within 12 months taken or initiated on or prior to the date that is eight fiscal quarters after the closing date end of such Specified Transaction the relevant Test Period (including restructuring and integration charges) (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated on a pro forma basis Pro Forma Basis as though such cost savings, operating expense reductions and synergies savings had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such relevant period) relating to such Specified Transaction), net of the amount of actual benefits realized during such period from such actionsactions (it being understood that “run rate” shall mean the full reasonably expected recurring benefit during the eight fiscal quarter period referred to above that is associated with the relevant action); provided that (A) such cost savings are factually supportable and reasonably identifiable and (B) no amounts shall be added to the aggregate amount extent duplicative of cost savingsany amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), operating expense reductions and synergies included in whether through a pro forma adjustment or otherwise, with respect to such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Dateperiod. (d) In the event that the Parent Borrower Holding or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit unless such Indebtedness has been permanently repaid and not replaced and, for the avoidance of doubt, in the ordinary course event an item of business for working capital purposesIndebtedness, or Disqualified Equity Interests (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Cash Interest Coverage Ratio, Secured Net Leverage Ratio and the Total Net Leverage Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility in connection therewith), (i) during the applicable Test Period and or (ii) subject to paragraph (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 Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Cash Interest Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness will be given effect as if the same had occurred on the first day of the applicable Test Period). (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Cash Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer Financial Officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London eurocurrency interbank offered rate, or other rate, 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 Parent Borrower or applicable Restricted Subsidiary may designate. (ef) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation Section 1.14 or in any classification under GAAP of any ratio (including the EBITDA component Person, business, assets or operations in respect of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as which a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisitionthe asset sale, transfer, disposition or lease thereof has been entered into as discontinued operations, no Pro Forma Effect shall be given to the classification thereof as discontinued operations (and the Consolidated EBITDA or any component thereof attributable to any such ratio Person, business, assets or basket operations shall not be calculated on Pro Forma Basis assuming excluded for any purposes hereunder) until such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) asset sale, transfer, disposition or lease shall have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminatedconsummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio all financial ratios and the Consolidated First Lien Net Leverage Ratio tests shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything to the contrary in clauses 1.06. (b) In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Debt included in the calculation of any financial test or ratio (other than Debt incurred or repaid under any revolving credit facility unless such Debt has been permanently repaid and has not been replaced but including the Debt issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any financial ratio or test is being calculated), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the period of four consecutive fiscal quarters (the “Test Period”) for which any financial test or ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial test or ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Debt and the application of the proceeds of such Debt, as if the same had occurred on the last day of the applicable Test Period shall not be given pro forma effectPeriod. (bc) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial test or ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) by the Company or any Restricted Subsidiary during the applicable Test Period and (ii) or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower Company or any of its Restricted Subsidiaries Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified TransactionSection, the pro forma calculations shall be made in good faith by a responsible then applicable financial test or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to thereto for such incurrence or repayment of Indebtedness, to the extent required, period as if such Specified Transaction occurred at the same had occurred on the last day beginning of the applicable Test Period. Interest on If since the beginning of such Test Period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is redesignated as a Capital Lease Restricted Subsidiary, then such ratio shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after calculated giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith thereto for such period as if they such designation had occurred at the beginning of the most recent applicable Test Period ending prior to Period. If any Debt bears a floating rate of interest and is being given pro forma effect, for purposes of determining the LCA Test Datepro forma Fixed Charge Coverage Ratio, Holdings could have taken the interest on such action Debt shall be calculated as if the rate in effect on the relevant LCA date of determination has been the applicable rate for the entire Test Date in compliance with such ratio or basketPeriod, such ratio or basket and interest on any Debt under a revolving credit facility computed on a pro forma basis shall be deemed computed based upon the average daily balance of such Debt during the applicable Test Period. (d) The pro forma calculations permitted or required to have been complied with. If Holdings has be made an LCA Election, then in connection with by the Company or any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior Restricted Subsidiary pursuant to the earlier of this Agreement shall include only those adjustments that are (i) permitted or required by Regulation S-X under the date on which such Limited Condition Acquisition is consummated and Securities Act of 1933, as amended or (ii) permissible by the date the definitive agreement for such Limited Condition Acquisition expires without consummation definition of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminatedConsolidated EBITDA.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios, tests and covenants, including the Total Leverage Ratio and the Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect1.9. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio, covenant or test, Specified Transactions (and the with any incurrence or repayment (excluding voluntary repayments) of any Indebtedness Debt in connection therewiththerewith to be subject to Section 1.9(c)) that have been made (i) during the applicable Test Period measurement period and (ii) subsequent to such Test Period period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Periodmeasurement period. If If, since the beginning of any applicable Test Period period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 14.131.9, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.9. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repaymentrepayment (other than voluntary repayments), retirement or extinguishment) any Indebtedness Debt included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio, as the case may be covenant or test (in each case, other than Indebtedness Debt incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposesfacility), (i) during the applicable Test Period and period or (ii) subsequent to the end of the applicable Test Period period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of IndebtednessDebt, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designateperiod. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio “Test Period” for purposes of the Applicable ECF Percentage of Excess Cash Flowcalculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the events described in this Section 14.13 that occurred subsequent most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the end initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the applicable Test Period shall not be given pro forma effectperiod of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test PeriodPeriod (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). 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 Parent Borrower 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 14.131.09, then such financial ratio or test (or the calculation of Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions reductions, other operating improvements and synergies that have been projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or are expected to be realized within 12 months after the closing date of such Specified Transaction taken (calculated on a pro forma basis as though such cost savings, operating expense reductions reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions reductions, operating improvements and synergies were realized during the entirety of such period) relating and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to such Specified Transaction, be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the aggregate Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 18 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date.Consolidated EBITDA; (d) In the event Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously compliance with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect pursuant to such incurrence or repayment of Indebtedness, Section is required with respect to the extent required, as if the same had occurred on the last day of the applicable most recent Test Period. Interest on a Capital Lease shall be deemed Period prior to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designatetime. (e) Notwithstanding anything to the contrary in this AgreementSection 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) determining the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Agreement which requires Section 1.09 that occurred subsequent to the calculation end of the applicable Test Period shall not be given pro forma effect. (f) In the event any ratio fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the EBITDA component of any such ratioFree and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (iii) determining compliance with representationsor satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, warranties, Defaults or Events subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Default or Indebtedness) and all other permitted pro forma adjustments (iii) testing availability under except that the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one under the Revolving Credit Facility immediately prior to or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Electiondisregarded), then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) thereafter, incurrence of the date the definitive agreement for such Limited Condition Acquisition expires without consummation portion of such Limited Condition Acquisition, Indebtedness or other applicable transaction or action to be incurred under any such ratio or basket fixed “baskets” shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminatedcalculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio and Ratio, the Consolidated Secured Net Leverage Ratio, the First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 14.131.10; provided that that, notwithstanding anything to the contrary in clauses (b), (cd), (e), (f) or (dg) of this Section 14.131.10, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Margin,” (ii) the definition of “Applicable ECF Percentage Percentage” and (iii) Section 7.11 (other than for the purpose of Excess Cash Flowdetermining Pro Forma Compliance with Section 7.11), the events described in this Section 14.13 1.10 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. effect and (bB) For when calculating any such ratio or test for purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness in connection therewith) that have been made (i) during shall be excluded from the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the pro forma calculation of any such applicable ratio or test. In addition, whenever a financial ratio or test is made shall to be calculated on a pro forma basis assuming that all basis, the reference to the “Test Period” for purposes of calculating such Specified Transactions (financial ratio or test shall be deemed to be a reference to, and any increase or decrease in EBITDA and shall be based on, the component most recently ended Test Period for which internal financial definitions used therein attributable to any Specified Transaction) had occurred on the first day statements 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 Parent Lead Borrower 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 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. are available (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made as determined in good faith by a responsible financial or accounting officer the Lead Borrower) (it being understood that for purposes of determining pro forma compliance with Section 7.11, if no Test Period with an applicable level cited in Section 7.11 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.11 with an indicated level). For the avoidance of doubt, the provisions of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition foregoing sentence shall not exceed $285,000,000 apply for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower purposes of calculating any financial ratio or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, test for purposes of (i) determining compliance with this Agreement which requires the calculation definition of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and Applicable Margin,” (ii) the date definition of “Applicable ECF Percentage” and (iii) Section 7.11 (other than for the definitive agreement for such Limited Condition Acquisition expires without consummation purpose of such Limited Condition Acquisitiondetermining Pro Forma Compliance with Section 7.11), any such ratio or basket each of which shall be calculated based on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith the financial statements delivered pursuant to Section 6.01(a) or (including any incurrence of Indebtedness and b), as applicable, for the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminatedrelevant Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio and the Ratio, Consolidated Secured Net Leverage Ratio, Consolidated First Lien Net Leverage Ratio and Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio “Test Period” for purposes of the Applicable ECF Percentage of Excess Cash Flowcalculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the events described in this Section 14.13 that occurred subsequent most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the end initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the applicable Test Period shall not be given pro forma effectperiod of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test PeriodPeriod (or, in the case of the determination of Total Assets and Consolidated EBITDA, as applicable, the last day). 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 Parent Borrower 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 14.131.09, then such financial ratio or test (or the calculation of Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.09. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions reductions, operating initiatives, operating changes and enhancements and synergies that have been projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or are expected to be realized within 12 months after the closing date of such Specified Transaction taken (calculated on a pro forma basis as though such cost savings, operating expense reductions reductions, operating initiatives, operating changes and enhancements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions reductions, operating initiatives, operating changes and enhancements and synergies were realized during the entirety of such period) relating and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to such Specified Transaction, be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and based on assumptions believed by the aggregate amount Borrower in good faith to be reasonable at the time made, (B) such actions are taken, committed to be taken or expected to be taken no later than 24 months after the date of cost savingssuch Specified Transaction, operating expense reductions and synergies included (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date.period; (d) In the event Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously compliance with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect pursuant to such incurrence or repayment of Indebtedness, Section is required with respect to the extent required, as if the same had occurred on the last day of the applicable most recent Test Period. Interest on a Capital Lease shall be deemed Period prior to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designatetime. (e) Notwithstanding anything to the contrary in this AgreementSection 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) determining compliance with this Agreement which requires the calculation definition of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated Applicable Rate” and (ii) the date definition of “Applicable ECF Percentage,” the definitive agreement for such Limited Condition Acquisition expires without consummation events described in this Section 1.09 that occurred subsequent to the end of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminatedTest Period shall not be given pro forma effect.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Adjusted EBITDA, EBITDA, Consolidated Net Income and any financial ratios or tests, including the Total First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio Ratio, shall be calculated in the manner prescribed by this Section 14.131.08; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.131.08, when calculating the Consolidated First Lien Total Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flowdetermining actual compliance (and not Pro Forma Compliance, compliance on a Pro Forma Basis or determining compliance giving Pro Forma Effect to a transaction) with Section 7.01, the events described in this Section 14.13 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effectPro Forma Effect. (b) For purposes of calculating Adjusted EBITDA, EBITDA, Consolidated Net Income and any financial ratios or tests, including the Total First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Consolidated First Lien 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 and or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Adjusted EBITDA, EBITDA, Consolidated Net Income or any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA Adjusted EBITDA, EBITDA, Consolidated Net Income 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 Parent Borrower 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 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Leverage Ratio and Ratio, the Secured Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 14.131.09; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.131.09, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) the definition of “Applicable ECF Percentage of Excess Cash FlowRate” and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 7.11, the events described in this Section 14.13 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated First Lien Net Leverage Ratio for purposes of the definition of “Applicable Rate” and determining actual compliance with Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11), each of which shall be based on the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to clause (d) of this Section 1.09) that have been made (i) during the applicable Test Period and (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower 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 14.131.09, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.09. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions and synergies that have been projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or are expected to be realized within 12 months after the closing date of such Specified Transaction taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to such Specified Transaction, be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the aggregate amount good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or expected to be taken no later than eighteen (18) months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies included pursuant to this Section 1.09(c) shall be subject to the limitation set forth in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for penultimate proviso of clause (viii) of the 12 month period following the Escrow Release Datedefinition of Consolidated EBITDA. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposesfacility), (i) during the applicable Test Period and or (ii) subject to clause (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 Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period (or the first day of the applicable Test Period solely in the case of the Fixed Charge Coverage Ratio). (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness); provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period. Interest on a Capital Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosenchose, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (ef) Notwithstanding anything At any time prior to March 31, 2013, any provision requiring the contrary in this Agreement, for purposes of (i) determining pro forma compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining Section 7.11 shall be made assuming that compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets Consolidated First Lien Net Leverage Ratio set forth in this Agreement (including baskets measured as a percentage of Total Assets)Section 7.11 for the Test Period ending on March 31, in each case, in connection 2013 is required with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted respect to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminatedtime.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total First Lien Net Leverage Ratio, Interest Coverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.131.4; provided that notwithstanding anything to the contrary in clauses (bSection 1.4(b), (c) or (d) of this Section 14.13), when (i) calculating the Consolidated First Lien Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the Applicable definition of “ECF Percentage of Excess Cash FlowPercentage”, the events described in this Section 14.13 1.4 that occurred subsequent to the end of the applicable Test Reference Period shall not be given pro forma effecteffect and shall be calculated at the last day of such fiscal year or fiscal quarter, as the case may be. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Reference Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or (b), as applicable (or, if prior to the date of delivery of the first financial statements delivered pursuant to Section 7.1, the most recent financial statements referred to in Section 5.1). (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Significant Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to Section 1.4(d)) that have been made (i) during the applicable Test Reference Period and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Significant Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Significant Transaction) had occurred on the first day (or, in case of the determination of Consolidated Total Tangible Assets, the last day) of the applicable Test Reference Period. If since the beginning of any applicable Test Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Reference Period shall have made any Specified Significant Transaction that would have required adjustment pursuant to this Section 14.131.4, then the such financial ratio or test (or Consolidated Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Tangible Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.4. (c) Whenever pro forma effect is to be given to a Specified Significant Transaction, the calculations made on a pro forma calculations basis shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions reductions, other operating improvements and synergies that have been realized or are expected projected by the Borrower in good faith to be realized within 12 months after as a result of the closing date of such Specified Transactions or any Significant Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions reductions, other operating improvements and synergies were realized during the entirety of such period) relating to such Specified ), and “run-rate” means the full recurring benefit for a period in connection with the Transactions or any Significant Transaction, as applicable, (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Reference Period in which the effects thereof are expected to be realized relating to the Transactions or such Significant Transaction, as applicable; provided that (i) such amounts are reasonably anticipated to be realized and reasonably factually supportable and quantifiable in the aggregate amount good faith judgment of the Borrower, (ii) such actions are to be taken within (A) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, not later than eighteen (18) months after the Closing Date, and (B) in all other cases, within 18 months after the consummation of the Significant Transaction, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies and (iii) and no cost savings, operating expense reductions and synergies included shall be added pursuant to this clause 1.4(c) to the extent duplicative of any expenses or charges otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such calculations for period; provided further that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies pursuant to this Section 1.4(c) shall be subject to the Safeway Acquisition shall not exceed $285,000,000 for limitation set forth in clause (vii) of the 12 month period following the Escrow Release Datedefinition of “Consolidated EBITDA.” (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposesfacility), (i) during the applicable Test Reference Period and or (ii) subject to Section 1.4(a) subsequent to the end of the applicable Test Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Reference Period. Interest on If any Indebtedness bears a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial floating or accounting officer of the Parent Borrower to be the formula based rate of interest implicit in and is being given pro forma effect, the interest on such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon calculated as if the rate actually chosen, or if none, then based upon in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedge Agreement applicable to such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designateIndebtedness). (e) Notwithstanding anything At any time prior to the contrary first date on which the Financial Covenants are required to be tested under Section 8.1, any provision requiring the pro forma compliance with Section 8.1 shall be made assuming that compliance with the Consolidated Total Net Leverage Ratio and Interest Coverage Ratio set forth in this AgreementSection 8.1 for the Reference Period ending on such date is required with respect to the most recent Reference Period prior to such time. (f) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenants) which requires the calculation of any financial ratio (or test, including the EBITDA component First Lien Net Leverage Ratio, Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, any such ratiofinancial ratio set forth in Section 2.4(a), ); or (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of determined by reference to Consolidated EBITDA or Consolidated Total Tangible Assets), ; in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower and, to the extent required by Section 2.4 or Section 3.16, with the consent of the requisite lenders required thereby (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if if, after giving pro forma effect to the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith as if they had occurred at therewith), the beginning Borrower or any of the most recent Test Period ending prior its Restricted Subsidiaries would have been permitted to the LCA Test Date, Holdings could have taken take such action on the relevant LCA Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. If Holdings For the avoidance of doubt, if the Borrower has made an LCA ElectionElection and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCA Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Tangible Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, test or basket on availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, Dispositions of assets of the Borrower and its Restricted Subsidiaries, the prepayment, redemption, purchase, repurchase, conversion, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on Pro Forma Basis a pro forma basis (i) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until and (ii) assuming such time as the applicable Limited Condition Acquisition has actually closed or and other transactions in connection therewith (including any incurrence of Indebtedness and the definitive agreement with respect thereto has use of proceeds thereof) have not been terminatedconsummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio and the Consolidated First Lien Net Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section 14.131.07; provided that notwithstanding anything to when calculating any such ratio for the contrary purpose of (i) the definition of Applicable Margin or Applicable Percentage, (ii) any mandatory prepayment provision under Section 2.10(b) or (iii) actual compliance with the Financial Covenant, the events set forth in clauses clause (b), (c) or and (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 below that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Senior Secured Leverage Ratio, all Specified Transactions (and the incurrence or repayment of any Indebtedness and the granting or terminating of any Liens in connection therewith) that have been made consummated (i) during the applicable period of four consecutive fiscal quarters for which such financial ratio is being determined (the “Test Period and Period”) or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower 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 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever If pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Financial Officer of the Parent Borrower and include only those adjustments that (i) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (ii) are (A) directly attributable to the extent consistent Specified Transactions with Regulation S-X or respect to which such adjustments are otherwise to be made, (B) [reserved], (C) factually supportable and reasonably identifiable and factually supportable(D) based on reasonably detailed written assumptions. For the avoidance of doubt, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a all pro forma basis as though such cost savingsadjustments shall be consistent with, operating expense reductions and synergies had been realized on subject to, the caps and limits set forth in the applicable definitions herein. To the extent compliance with the Financial Covenant is being tested prior to the first day test date under the Financial Covenant, in order to determine permissibility of any action by the Borrower or its Subsidiaries, such period as if compliance shall be tested against the applicable ratio for such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Datefirst test date. (d) In the event that the Parent Borrower or any Restricted Subsidiary of its Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculations calculation of the Total Leverage Ratio and or the Consolidated First Lien Net Senior Secured Leverage Ratio, as the case may be Ratio (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course Ordinary Course of business Business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and and/or the Consolidated First Lien Net Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to If the contrary in this Agreement, for purposes Borrower or one of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as its Subsidiaries is entering into a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, Dispositions, Investments, the prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing, on or following the relevant LCA Test Date date of determination and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until except (solely in the case of any ratio or basket with respect to the making of Restricted Payments or the prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing) to the extent such time calculation on a pro forma basis would result in a lower ratio or increased basket availability (as the applicable applicable) than if calculated without giving effect to such Limited Condition Acquisition has actually closed or and the definitive agreement with respect thereto has been terminatedother transactions in connection therewith.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Asset Coverage Ratio, the Total Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Fixed Charge Coverage Ratio, shall be calculated in the manner prescribed by this Section 14.1311.5; provided that notwithstanding anything to the contrary in clauses clause (b), (c), (d) or (de) of this Section 14.1311.5, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of Section 6.1 (other than for the Applicable ECF Percentage purpose of Excess Cash Flowdetermining Pro Forma Compliance with Section 6.1), the events described in this Section 14.13 11.5 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effecteffect and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements of the Borrower have been delivered pursuant to Section 4.1 (it being understood that for purposes of determining Pro Forma Compliance with Section 6.1, if no Test Period with an applicable level cited in Section 6.1 has passed, the applicable level shall be the level for the first Test Period cited in Section 6.1 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial ratio or test for purposes of Section 6.1 (other than for the purpose of determining Pro Forma Compliance with Section 6.1), each of which shall be based on the financial statements delivered pursuant to Section 4.1(a) or (b), as applicable, for the relevant Test Period. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to clause (d) of this Section 11.5) that have been made (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA Consolidated Net Income 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 Parent Borrower 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 14.1311.5, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 14.1311.5. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date[Reserved]. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposesunless such Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period and or (ii) subject to paragraph (a) above, subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence (including the accrual of interest with respect to such Indebtedness) or repayment of Indebtedness, in each case to the extent required, (x) with respect to any calculation of the Asset Coverage Ratio or the Total Net Leverage Ratio, as if the same had occurred on the last day of the applicable Test Period, and (y) with respect to any calculation of the Consolidated Fixed Charge Ratio, as if the same had occurred on the first day of the applicable Test Period. (e) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than Section 6.1) which is subject to a Default or an Event of Default qualifier (including any representation and warranty related thereto) or that requires the calculation of any financial ratio or test, including the Asset Coverage Ratio (and, for the avoidance of doubt, any financial ratio set forth in Section 1.12(d)(iii)); or (ii) testing availability under baskets set forth in this Agreement; in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder (or any such representation, warranty, requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default (other than with respect to any Event of Default under Section 7.1(a) or (f)))) shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT 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), the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Net Income 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, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, or the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness (each, a “Subsequent Transaction”) following the relevant LCT 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 or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis (i) 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) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. (f) 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 applicable calculation is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness); provided, 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. Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer Responsible Officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary Unless otherwise provided herein, the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio, the Net Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio EBITDA for purposes of the definition of “Applicable ECF Percentage Prepayment Percentage”, “Incremental Amount”, “Permitted Acquisition” and Sections 6.01(k), 6.01(m), 6.01(n), 6.01(w), 6.04(b), 6.04(s), 6.04(u), 6.04(v), 6.05(f), 6.06(a), 6.08(b) and 6.15 as of Excess Cash Flowany date shall be calculated based on the most recently completed period of four consecutive fiscal quarters for which financial statements are available, and on a pro forma basis, shall be calculated after giving effect to the events described Transactions and any acquisition or disposition of assets with a value in this Section 14.13 that excess of $5,000,000, or any incurrence, payment, refinancing, restructuring or retirement of Indebtedness, any designation of any Subsidiary as an Unrestricted Subsidiary and any re-designation of an Unrestricted Subsidiary as a Restricted Subsidiary or any other applicable transaction for which any calculation herein is required to be made on a pro forma basis, in each case which occurred subsequent to during the most recently completed period of four consecutive fiscal quarters for which financial statements are available or after the end of such period but on or prior to such date, as though each such transaction had occurred at the applicable Test Period shall not be given pro forma effect. (b) For purposes beginning of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratiosuch period, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made including, without duplication, giving effect to (i) during all pro forma adjustments permitted or required by Article 11 of Regulation S X under the applicable Test Period Securities Act of 1933, as amended, and (ii) subsequent to such Test Period and prior to or simultaneously even if inconsistent with the event for which the calculation of any such ratio is made shall be calculated on a preceding clause (i), pro forma basis assuming adjustments for cost savings (net of continuing associated expenses) not to exceed in the aggregate for any period of four consecutive fiscal quarters an amount equal to 15% of Consolidated EBITDA for such four fiscal quarter period without giving effect to this clause (ii) and to the extent such cost savings are factually supportable, are expected to have a continuing impact and have been realized or are reasonably expected to be realized within 12 months following such transaction; provided that all such Specified Transactions (adjustments shall be set forth in a reasonably detailed certificate of a Financial Officer of the Borrowing Agent), using, for purposes of making such calculations, the historical financial statements of Holdings and the Restricted Subsidiaries which shall be reformulated as if such transaction, and any increase or decrease in EBITDA and other such transactions that have been consummated during the component financial definitions used therein attributable to any Specified Transaction) period, had occurred been consummated on the first day of the applicable Test Periodsuch 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 Parent Borrower 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 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transactiontransaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Financial Officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable Borrowing Agent. If any Indebtedness bears a floating rate of interest and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a is being given pro forma basis as though effect, the interest on such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred rate in effect on the last day of calculation date had been the applicable Test Periodrate for the entire period (taking into account any Hedging Agreements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer Financial Officer of the Parent Borrower Borrowing Agent to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making a pro forma computation hereunder, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London eurodollar interbank offered rate, or other rate, shall be determined deemed to have been based upon the rate actually chosen, or or, if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary Borrowing Agent may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower 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 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything in this Agreement to the contrary, with respect to any Designated Acquisition and the incurrence of any Designated Indebtedness (including Incremental Term Loans) or Lien in connection therewith, compliance with any financial test required by this Agreement for such Designated Acquisition and such Designated Indebtedness shall be determined on the date the definitive acquisition agreement for such Designated Acquisition is entered into (and not at the time of closing of such Designated Acquisition or the incurrence of such Designated Indebtedness) and, thereafter until consummation of such Designated Acquisition or the termination of such definitive agreement relating to such Designated Acquisition, all other incurrence tests under this Agreement shall be required to be complied with on an actual basis without giving effect to such Designated Indebtedness or Designated Acquisition and on a Pro Forma Basis after giving effect to such Designated Acquisition and the incurrence of such Designated ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated Total Net Leverage Ratio, Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio “Test Period” for purposes of the Applicable ECF Percentage of Excess Cash Flowcalculating (i) such financial ratio or test shall be deemed to be a reference to, and shall be based on, the events described in this Section 14.13 that occurred subsequent most recently ended Test Period for which financial statements have been delivered or are delivered concurrently therewith and (ii) prior to the end initial date upon which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as the case may be, and Section 6.02(a) are required to be delivered, compliance shall be calculated on a pro forma basis as of the applicable Test Period shall not be given pro forma effectperiod of four consecutive fiscal quarters ending September 30, 2017. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test PeriodPeriod (or, in the case of the determination of Total Assets or the Unrestricted Cash Amount, as applicable, the last day). 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 Parent Borrower 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 14.131.09, then such financial ratio or test (or the calculation of Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.09. (c) Whenever pro forma effect or a determination of Pro Forma Compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions reductions, other operating improvements and synergies that have been projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or are expected to be realized within 12 months after the closing date of such Specified Transaction taken (calculated on a pro forma basis as though such cost savings, operating expense reductions reductions, operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions reductions, operating improvements and synergies were realized during the entirety of such period) relating and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to such Specified Transaction, be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by the aggregate Borrower in good faith to be reasonable at the time made, (B) such actions are reasonably anticipated to be realized in the good faith judgment of the Borrower no later than 24 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) any amount added back in computing Consolidated EBITDA pursuant to this Section 1.09(c) shall be subject to the caps, baskets and thresholds set forth in the definition of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date.Consolidated EBITDA; (d) In the event Any provision requiring Pro Forma Compliance with Section 7.11 shall be made assuming that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously compliance with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect pursuant to such incurrence or repayment of Indebtedness, Section is required with respect to the extent required, as if the same had occurred on the last day of the applicable most recent Test Period. Interest on a Capital Lease shall be deemed Period prior to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designatetime. (e) Notwithstanding anything to the contrary in this AgreementSection 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) determining the definition of “Applicable Rate,” (ii) the definition of “Applicable ECF Percentage” and (iii) actual (and not pro forma) compliance with Section 7.11, the events described in this Agreement which requires Section 1.09 that occurred subsequent to the calculation end of the applicable Test Period shall not be given pro forma effect. (f) In the event any ratio fixed “baskets” are intended to be utilized together with any incurrence-based “baskets” in a single transaction or series of related transactions (including utilization of the EBITDA component of any such ratioFree and Clear Incremental Amount and the Incurrence-Based Incremental Amount), (iii) determining compliance with representationsor satisfaction of any applicable financial ratios or tests for the portion of Indebtedness or any other applicable transaction or action to be incurred under any incurrence-based “baskets” shall first be calculated without giving effect to amounts being utilized pursuant to any fixed “baskets,” but giving full pro forma effect to all applicable and related transactions (including, warranties, Defaults or Events subject to the foregoing with respect to fixed “baskets,” any incurrence and repayments of Default or Indebtedness) and all other permitted pro forma adjustments (iii) testing availability under except that the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one under the Revolving Credit Facility immediately prior to or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Electiondisregarded), then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) thereafter, incurrence of the date the definitive agreement for such Limited Condition Acquisition expires without consummation portion of such Limited Condition Acquisition, Indebtedness or other applicable transaction or action to be incurred under any such ratio or basket fixed “baskets” shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminatedcalculated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio and Ratio, the Consolidated First Lien Net Leverage Ratio and compliance with covenants determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 14.131.08; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (de) of this Section 14.131.08, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable ECF Percentage Percentage” and (ii) Section 6.08 (other than for the purpose of Excess Cash Flowdetermining Pro Forma Compliance with Section 6.08), the events described in this Section 14.13 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, Cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma effectcalculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered to Administrative Agent pursuant to Section 5.01(b) or (c), as applicable, for the relevant Test Period. (b) For purposes of calculating the any financial ratio or test or compliance with any covenant determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Leverage Ratio and the Consolidated First Lien Net Leverage RatioAssets, any Specified Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to clause (d) of this Section 1.08) that have been made consummated (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA Consolidated Adjusted EBITDA, Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, on the last 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 Parent Borrower 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 14.131.08, then the such financial ratio or test (or Consolidated Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets ) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 14.131.08. (c) Whenever pro forma effect Pro Forma Effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer an Authorized Officer of Borrower and may include, for the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of cost savings, operating expense reductions reductions, other operating improvements and initiatives and synergies that have been realized resulting from or are expected relating to be realized within 12 months after the closing date of such any Specified Transaction (calculated on including the Transactions), in a pro forma basis as though such cost savings, operating expense reductions manner permitted under and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such periodwithout duplication with clause (i)(r) relating to such Specified Transaction, net of the amount definition of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release DateConsolidated Adjusted EBITDA. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the (for ordinary course of business for working capital purposesdraws and repayments) unless such Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period and or (ii) subject to clause (a) above, subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect Pro Forma Effect to such incurrence or repayment of Indebtedness, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything It is hereby agreed that (x) for purposes of determining pro forma compliance prior to the contrary Fiscal Quarter ended March 31, 2017, the applicable covenant level for determining such pro forma compliance shall be the covenant level used for March 31, 2017 and (y) to the extent any determination of a covenant or ratio prior to the date on which financial statements have been delivered for the Fiscal Year ending December 31, 2016 pursuant to Section 5.01(c), any such calculation or determination shall be based on the most recent Historical Financial Statements. (f) In connection with any action being taken in this Agreementconnection with a Limited Condition Transaction, for purposes of of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenant) which requires the calculation of any financial ratio (or test, including the EBITDA component of any such ratio), First Lien Net Leverage Ratio and the Total Net Leverage Ratio; or (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets and baskets subject to Default and Event of Total AssetsDefault conditions), ; in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), the date of determination of whether any such action is permitted hereunderhereunder (or any requirement, representation or warranty or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default (other than with respect to a condition that no Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing which shall be tested on the date of the consummation of such Limited Condition Transaction))) shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into (the “LCA LCT Test Date”), and if if, after giving pro forma effect Pro Forma Effect to the Limited Condition Acquisition Transaction (and the other transactions to be entered into in connection therewith as if they had occurred at the beginning therewith), Borrower or any of the most recent Test Period ending prior its Restricted Subsidiaries would have been permitted to the LCA Test Date, Holdings could have taken take such action on the relevant LCA LCT Test Date in compliance with such ratio ratio, test or basketbasket (and any related requirements and conditions), such ratio ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied withwith (or satisfied). If Holdings For the avoidance of doubt, if Borrower has made an LCA ElectionLCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets of Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, test or basket on availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of Restricted Debt Payments, the making of any Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of any Restricted Subsidiary, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCA LCT Test Date and prior to the earlier of (ix) the date on which such Limited Condition Acquisition Transaction is consummated and or (iiy) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until and (ii) assuming such time as the applicable Limited Condition Acquisition has actually closed or Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the definitive agreement with respect thereto has use of proceeds thereof) have not been terminatedconsummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower 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 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets)to the contrary, in each case, in connection with an respect to any Designated Acquisition (or similar Investment) of and the incurrence of any Designated Indebtedness (including Incremental Term Loans and Incremental Equivalent DebtLoans) by one or more of Holdings and its Restricted Subsidiaries of Lien in connection therewith, compliance with any assets, business or person permitted to be acquired financial test required by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any Agreement for such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise Designated Acquisition and such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, Designated Indebtedness shall be deemed to be determined on the date the definitive agreements acquisition agreement for such Limited Condition Designated Acquisition are is entered into (and not at the “LCA Test Date”)time of closing of such Designated Acquisition or the incurrence of such Designated Indebtedness) and, thereafter until consummation of such Designated Acquisition or the termination of such definitive agreement relating to such Designated Acquisition, all other incurrence tests under this Agreement shall be required to be complied with on an actual basis without giving effect to such Designated Indebtedness or Designated Acquisition and if on a Pro Forma Basis after giving pro forma effect to the Limited Condition such Designated Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation incurrence of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminatedDesignated Indebtedness.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio, and compliance with covenants determined by reference to Consolidated First Lien Net Leverage Ratio EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 14.131.06; provided provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (de) of this Section 14.131.06, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable ECF Percentage Rate”, and (ii) Section 6.12 (other than for the purpose of Excess Cash Flowdetermining Pro Forma Compliance with Section 6.12), the events described in this Section 14.13 1.06 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect and cash and Permitted Investments included on the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma effectcalculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of Holdings are available (as determined in good faith by the Borrower) (it being understood that for purposes of determining Pro Forma Compliance with Section 6.12, if no Test Period with an applicable level cited in Section 6.12 has passed, the applicable level shall be the level for the first Test Period cited in Section 6.12 with an indicated level). (b) For purposes of calculating the any financial ratio or test or compliance with any covenant determined by reference to Consolidated EBITDA or Total Leverage Ratio and the Consolidated First Lien Net Leverage RatioAssets, Specified Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to clause (d) of this Section 1.06) that (i) have been made (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, have been made subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA Consolidated EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last 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 Parent Borrower Holdings 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 14.131.06, then the such financial ratio or test (or Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 14.131.06. (c) Whenever pro forma effect Pro Forma Effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower and, in the case of any “Test Period” determined by reference to internal financial statements of Holdings (as opposed to the extent consistent financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)), as set forth in a certificate of a responsible financial or accounting officer of the Borrower (with Regulation S-X or are otherwise reasonably identifiable supporting calculations), and factually supportablemay include, including for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies that have been realized resulting from or are expected to be realized within 12 months after the closing date of such relating to, any Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on including the first day Transactions) to the extent permitted by the definition of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date“Consolidated EBITDA.” (d) In the event that the Parent Borrower Holdings or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement retirement, discharge, defeasance or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid (other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility in the ordinary course of business for working capital purposesunless such Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect Pro Forma Effect to such incurrence incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or repayment extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything As relates to the contrary any action being taken solely in this Agreementconnection with a Limited Condition Transaction, for purposes of of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenant) which requires the calculation of any financial ratio (or test, including the EBITDA component of any such ratio)First Lien Net Leverage Ratio, Secured Net Leverage Ratio, Total Net Leverage Ratio and Fixed Charge Coverage Ratio, or (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of determined by reference to Consolidated EBITDA or Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into (the “LCA LCT Test Date”), and if if, after giving pro forma effect Pro Forma Effect to the Limited Condition Acquisition Transaction (and the other transactions to be entered into in connection therewith therewith, including any incurrence of Indebtedness and the use of proceeds thereof, as if they had occurred at on the beginning first day of the most recent Test Period ending prior to the LCA LCT Test DateDate (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test or ratio, Holdings could which shall in each case be treated as if they had occurred on the last day of such Test Period)), the Borrower would have taken been permitted to take such action on the relevant LCA LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with; provided that if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. If Holdings For the avoidance of doubt, if the Borrower has made an LCA ElectionLCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or 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, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, test or basket on availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, 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 the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCA LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition Transaction is consummated and (ii) or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until and (ii) assuming such time as the applicable Limited Condition Acquisition has actually closed or Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the definitive agreement with respect thereto has use of proceeds thereof) have not been terminatedconsummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.131.04; provided that that, notwithstanding anything to the contrary in clauses clause (b), (c) or (d) of this Section 14.131.04, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, Flow Percentage the events described in this Section 14.13 1.04 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Lead Borrower 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 14.131.04, then the Total First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.04. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Responsible Officer of the Parent Lead Borrower to in accordance with the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount terms of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Datethis Agreement. (d) In the event that the Parent Lead Borrower or any Restricted Subsidiary of the Lead Borrower incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets)to the contrary, in each case, in connection with an respect to any Designated Acquisition (or similar Investment) of and the incurrence of any Designated Indebtedness (including Incremental Term Loans and Incremental Equivalent Debtor New Term Loans) by one or more of Holdings and its Restricted Subsidiaries of Lien in connection therewith, compliance with any assets, business or person permitted to be acquired financial test required by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any Agreement for such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise Designated Acquisition and such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, Designated Indebtedness shall be deemed to be determined on the date the definitive agreements acquisition agreement for such Limited Condition Designated Acquisition are is entered into (and not at the “LCA Test Date”)time of closing of such Designated Acquisition or the incurrence of such Designated Indebtedness) and, thereafter until consummation of such Designated Acquisition or the termination of such definitive agreement relating to such Designated Acquisition, all other incurrence tests under this Agreement shall be required to be complied with on an actual basis without giving effect to such Designated Indebtedness or Designated Acquisition and if on a pro forma basis after giving pro forma effect to the Limited Condition such Designated Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation incurrence of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminatedDesignated Indebtedness.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.131.4; provided that notwithstanding anything to the contrary in clauses (bSection 1.4(b), (c) or (d) of this Section 14.13), when (i) calculating the Consolidated First Lien Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the Applicable definition of “ECF Percentage of Excess Cash FlowPercentage”, the events described in this Section 14.13 1.4 that occurred subsequent to the end of the applicable Test Reference Period shall not be given pro forma effecteffect and shall be calculated at the last day of such fiscal year or fiscal quarter, as the case may be. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Reference Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or (b), as applicable (or, if prior to the date of delivery of the first financial statements delivered pursuant to Section 7.1, the most recent financial statements referred to in Section 5.1). (b) For purposes of calculating any financial ratio or test, the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions or any Significant Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to Section 1.4(d)) that have been made (i) during the applicable Test Reference Period and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that the Transactions or all such Specified Transactions Significant Transactions, as applicable (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to the Transactions or any Specified Significant Transaction, as applicable) had occurred on the first day (or, in case of the determination of Consolidated Total Tangible Assets, the last day) of the applicable Test Reference Period. If since the beginning of any applicable Test Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Reference Period shall have made any Specified Significant Transaction that would have required adjustment pursuant to this Section 14.131.4, then the such financial ratio or test (or Consolidated Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Tangible Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.4. (c) Whenever pro forma effect is to be given to a Specified the Transactions or any Significant Transaction, the calculations made on a pro forma calculations basis shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions reductions, other operating improvements and synergies that have been realized or are expected projected by the Borrower in good faith to be realized within 12 months after as a result of the closing date of such Specified Transactions or any Significant Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions reductions, other operating improvements and synergies were realized during the entirety of such period) relating to such Specified ), and “run-rate” means the full recurring benefit for a period in connection with the Transactions or any Significant Transaction, as applicable, (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Reference Period in which the effects thereof are expected to be realized relating to the Transactions or such Significant Transaction, as applicable; provided that (i) such amounts are reasonably anticipated to be realized and reasonably factually supportable and quantifiable in the aggregate amount good faith judgment of the Borrower, (ii) such actions are to be taken within (A) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, not later than eighteen (18) months after the Closing Date, and (B) in all other cases, within 18 months after the consummation of the Significant Transaction, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies and (iii) and no cost savings, operating expense reductions and synergies included shall be added pursuant to this clause 1.4(c) to the extent duplicative of any expenses or charges otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such calculations for period; provided further that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies pursuant to this Section 1.4(c) shall be subject to the Safeway Acquisition shall not exceed $285,000,000 for limitation set forth in clause (vii) of the 12 month period following the Escrow Release Datedefinition of “Consolidated EBITDA.” (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposesfacility), (i) during the applicable Test Reference Period and or (ii) subject to Section 1.4(a) subsequent to the end of the applicable Test Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Reference Period. Interest on If any Indebtedness bears a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial floating or accounting officer of the Parent Borrower to be the formula based rate of interest implicit in and is being given pro forma effect, the interest on such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon calculated as if the rate actually chosen, or if none, then based upon in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedge Agreement applicable to such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designateIndebtedness). (e) Notwithstanding anything At any time prior to the contrary first date on which the Financial Covenants are required to be tested under Section 8.1, any provision requiring the pro forma compliance with Section 8.1 shall be made assuming that compliance with the Consolidated Total Net Leverage Ratio set forth in this AgreementSection 8.1 for the Reference Period ending on such date is required with respect to the most recent Reference Period prior to such time. (f) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenants) which requires the calculation of any financial ratio (or test, including the EBITDA component First Lien Net Leverage Ratio, Consolidated Total Net Leverage Ratio (and, for the avoidance of doubt, any such ratiofinancial ratio set forth in Section 2.4(a), ); or (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of determined by reference to Consolidated EBITDA or Consolidated Total Tangible Assets), ; in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower and, to the extent required by Section 2.4 or Section 3.16, with the consent of the requisite lenders required thereby (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if if, after giving pro forma effect to the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith as if they had occurred at therewith), the beginning Borrower or any of the most recent Test Period ending prior its Restricted Subsidiaries would have been permitted to the LCA Test Date, Holdings could have taken take such action on the relevant LCA Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. If Holdings For the avoidance of doubt, if the Borrower has made an LCA ElectionElection and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCA Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Tangible Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, test or basket on availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, Dispositions of assets of the Borrower and its Restricted Subsidiaries, the prepayment, redemption, purchase, repurchase, conversion, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on Pro Forma Basis a pro forma basis (i) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until and (ii) assuming such time as the applicable Limited Condition Acquisition has actually closed or and other transactions in connection therewith (including any incurrence of Indebtedness and the definitive agreement with respect thereto has use of proceeds thereof) have not been terminatedconsummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, all calculations of the Total Consolidated Leverage Ratio and the Consolidated First Lien Net Leverage Ratio EBITDA shall be calculated in made on a Pro Forma Basis with respect to all Specified Transactions occurring during the manner prescribed by this Section 14.13; provided that notwithstanding anything applicable Measurement Period to which such calculation relates, and/or subsequent to the contrary in clauses (b)end of such Measurement Period but not later than the date of such calculation; provided, (c) or (d) of this Section 14.13that, notwithstanding the foregoing, when calculating the Consolidated First Lien Net Leverage Ratio and/or Consolidated EBITDA for purposes of determining compliance with Section 7.11, any Specified Transaction and any related adjustment contemplated in the Applicable ECF Percentage definition of Excess Cash Flow, the events described in this Section 14.13 Pro Forma Basis that occurred subsequent to the end of the applicable Test Measurement Period shall not be given pro forma effect. (b) Pro Forma Effect. For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment determining compliance with any provision of this Agreement which requires Pro Forma Compliance with any Indebtedness financial covenant set forth in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower 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 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes)7.11, (i) during in the applicable Test Period and case of any such compliance required after delivery of financial statements for the fiscal quarter ending September 30, 2019, such Pro Forma Compliance shall be determined by reference to the maximum Consolidated Leverage Ratio and/or minimum Consolidated EBITDA, as applicable, permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01(a) or (b), or (ii) subsequent to in the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation case of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, compliance required prior to the extent requireddelivery referred to in clause (i) above, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, Pro Forma Compliance shall be determined by reference to have been based upon (x) the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”)Interim Financial Statements, and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (iy) the date on which such Limited Condition Acquisition is consummated and (ii) maximum Consolidated Leverage Ratio and/or minimum Consolidated EBITDA, as applicable, permitted for the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisitionfiscal quarter ending September 30, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated2019.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Leverage Ratio, First Lien Leverage Ratio and the Consolidated First Lien Net Leverage Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 14.131.02; provided that notwithstanding anything to the contrary in clauses (b), (cSection 1.02(b) or (d) of this Section 14.13c), when (i) calculating the Consolidated First Lien Net Total Leverage Ratio for purposes of the definition of “Applicable ECF Percentage Margin” and (ii) determining actual quarterly compliance with the financial covenants pursuant to Sections 7.02(d) and (e) (and not compliance on a Pro Forma Basis for purposes of Excess Cash Flowtesting the permissibility of a transaction hereunder), the events described in this Section 14.13 1.02 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and the with any incurrence or repayment of any Indebtedness Debt in connection therewiththerewith to be subject to Section 1.02(c)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.02(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBIT or Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day (or, in case of the determination of Total Assets, the last 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 Parent Borrower 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 14.131.02, then the such financial ratio or test (or Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.02. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower API or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness Debt included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be any financial ratio or test (in each case, other than Indebtedness Debt incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and or (ii) subject to Section 1.02(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 Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of IndebtednessDebt, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (d) At any time prior to June 30, 2015, any provision requiring the compliance with Sections 7.02(d) and (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining on a Pro Forma Basis shall be made assuming that compliance with this Agreement which requires the calculation of any ratio (including Total Leverage Ratio and the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets Interest Coverage Ratio set forth in this Agreement Section 7.02(d) or (including baskets measured as a percentage of Total Assetse), in each caseas applicable, in connection for the fiscal quarter ending on June 30, 2015, is required with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect respect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the then most recent recently ended Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminatedPeriod.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.131.04; provided that that, notwithstanding anything to the contrary in clauses clause (b), (c) or (d) of this Section 14.131.04, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, Flow Percentage the events described in this Section 14.13 1.04 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Lead Borrower 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 14.131.04, then the Total First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.04. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Responsible Officer of the Parent Lead Borrower to in accordance with the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount terms of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Datethis Agreement. (d) In the event that the Parent Lead Borrower or any Restricted Subsidiary of the Lead Borrower incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio financial ratios and tests (including measurements of Adjusted Fortegra Net Income and the Consolidated First Lien Net Leverage Ratio Financial Covenant) shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything to the contrary in clauses (b)1.8, (c) or (d) of this as modified by Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect8.2. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and and, subject to clause (e) below, the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA Adjusted Fortegra Net Income and the component financial definitions used therein attributable to any Specified Transaction) had occurred on at the first day beginning of the applicable most Test PeriodPeriod ending prior to such date of determination (for income statement purposes) or at the end of such most recent period Test Period (for balance sheet purposes). 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 Parent Borrower 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 14.131.8, then such financial ratio or test (or the Total Leverage Ratio and the Consolidated First Lien calculation of Adjusted Fortegra Net Leverage Ratio Income) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.8. (c) Whenever pro forma effect or a determination of pro forma compliance is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Borrower and include, for the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions reductions, other operating improvements and cost synergies that projected by Borrower in good faith to be realized as a result of specified actions taken, or with respect to which substantial steps have been realized taken or are expected to be realized within 12 months after the closing date of such Specified Transaction taken (calculated on a pro forma basis as though such cost savings, operating expense reductions reductions, operating improvements and cost synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions reductions, operating improvements and cost synergies were realized during the entirety of such period) relating and “run-rate” means the full recurring benefit for a period that is associated with any action taken, or with respect to such Specified Transaction, which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable and based on assumptions believed by Borrower in good faith to be reasonable at the aggregate amount of time made and (B) the cost savings, operating expense reductions reductions, other operating improvements and cost synergies included are projected by Borrower in good faith to result from actions that have been taken or substantial steps in respect of such calculations for actions have been taken or are expected to be taken (in the Safeway Acquisition shall not exceed $285,000,000 for good faith determination of Borrower) no later than 12 months after the 12 month period following the Escrow Release Datedate of such Specified Transaction. (d) [Reserved]. (e) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposespurposes unless such Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period and or (ii) subject to Section 1.8(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 Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated First Lien Secured Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio “Test Period” for purposes of the Applicable ECF Percentage of Excess Cash Flowcalculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the events described in this Section 14.13 that occurred subsequent to the end of the applicable most recently ended Test Period shall not be given pro forma effectPeriod. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test PeriodPeriod (or, in the case of the determination of Total Assets, the last day). 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 Parent Borrower 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 14.131.09, then such financial ratio or test (or the calculation of Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.09. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions savings and synergies that have been projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or are expected to be realized within 12 months after the closing date of such Specified Transaction taken (calculated on a pro forma basis as though such cost savingssavings and synergies had been realized on the first day of such period and as if such cost savings and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, operating expense reductions committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable, quantifiable, attributable to the transaction and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Administrative Agent, and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions savings and synergies were realized during the entirety of such period) period relating to such Specified Transactionspecified transaction, net of the amount of actual benefits realized during such period from such actions; provided , (B) such actions are taken, committed to be taken or expected to be taken no later than 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) the aggregate amount of cost savings, operating expense reductions savings and synergies included in such calculations for the Safeway Acquisition added pursuant to this clause (c) shall not exceed $285,000,000 (i) 10.0% of Consolidated EBITDA for such Test Period (giving pro forma effect to the 12 month period following relevant Specified Transaction (but not to any cost savings or synergies)) and (ii) when aggregated with the Escrow Release Dateaggregate amount for all cash items added pursuant to clause (a)(iv)(B), (a)(vi), (a)(vii) or (a)(ix) of the definition of “Consolidated EBITDA,” 15.0% of Consolidated EBITDA for such Test Period (giving pro forma effect to the relevant Specified Transaction (but not to any cost savings or synergies)). (d) In Notwithstanding anything to the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemptioncontrary herein, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and when calculating the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Secured Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent requiredConsolidated Total Net Leverage Ratio, as if the same had occurred on the last day of the applicable Test Period. Interest -53 applicable, on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, Pro Forma Basis for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratioSection 2.14(d)(iii)(B), (ii7.03(r)(i)(B) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets7.03(r)(ii)(B), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one that is incurred substantially contemporaneously therewith under any other provision of Section 2.14 or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, Section 7.03 shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminateddisregarded.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Consolidated First Lien Net Credit Facility Secured Leverage Ratio Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything 1.04. For purposes of this Agreement, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the contrary “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference, and shall be based on, to the “most recently ended Test Period for which internal financial statements of the Parent Borrower are available (as determined in clauses good faith by the Borrower)”. For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating (b), i) the definition of “Applicable Rate” and Section 2.05(b)(i) and (cii) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Senior Secured Leverage Ratio for purposes of Sections 4.01(d) and 7.10, which shall be based on the Applicable ECF Percentage of Excess Cash Flowfinancial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the events described in this Section 14.13 relevant period. (b) In the event that occurred the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period shall not be given pro forma effectPeriod. (bc) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) by the Parent Borrower or any of the Restricted Subsidiaries during the applicable Test Period and (ii) or subsequent to such Test Period and prior to or simultaneously with the event for which the such calculation of any such ratio is being made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease the change in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transactionresulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower 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 14.131.04, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio any applicable financial ratio or test shall be calculated to give giving pro forma effect thereto in accordance with this Section 14.13for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (cd) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, (including the amount of “run-rate” cost savings, operating expense reductions savings and synergies resulting from such Specified Transaction that have been realized or are expected to be realized within 12 months after (“run-rate” means the closing date full recurring benefit for a period that is associated with any action taken or expected to be taken (including any savings expected to result from the elimination of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transactionpublic target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions), and any such adjustments included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial ratios or tests, including during any subsequent Test Periods in which the effects thereof are expected to be realized); provided provided, that, (i) such amounts are reasonably identifiable, and factually supportable, are projected by the Parent Borrower in good faith to result from actions either taken or expected to be taken within 12 months after the end of such Test Period in which such Specified Transaction occurred and, in each case, certified by the Chief Financial Officer of the Parent Borrower, (ii) no amounts shall be added pursuant to this clause (d) to the extent duplicative of any amounts that the aggregate amount are otherwise added back in computing Consolidated EBITDA for such Test Period and (iii) any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions savings and synergies shall be subject to the limitations set forth in clauses (vi)(c) and (xi) of the definition of Consolidated EBITDA. Notwithstanding the provisions set forth in this Section 1.04(d) and in clauses (b)(vi)(c) and (b)(xi) of the definition of Consolidated EBITDA, any increase to Consolidated EBITDA pursuant to such provisions as a result of cost savings and synergies in connection with any Investments made under Section 7.02(w) shall not be subject to the EBITDA Cap set forth in clauses (b)(vi)(c) and (b)(xi) of the definition of Consolidated EBITDA and shall be included in the determination of Consolidated EBITDA prior to calculating and giving effect to the EBITDA Cap, solely to the extent reflecting (A) the removal of corporate allocations and charge-backs included in carve-out financial statements of the acquired businesses and removal of amounts paid under any transition services agreements with respect to the acquired businesses, net of (B) the addition of anticipated standalone costs upon integration of the acquired businesses into the operations of the Borrower and its Restricted Subsidiaries (such calculations for adjustments, the Safeway Acquisition “Specified Adjustments”); provided, that any increase to Consolidated EBITDA other than the Specified Adjustments, including as a result of cost savings and synergies relating to operational improvements and other non-ordinary course actions specifically taken or to be taken in order to achieve cost savings and synergies beyond the integration of the acquired businesses into the Borrower and its Restricted Subsidiaries, shall not exceed $285,000,000 for remain subject to the 12 month period following the Escrow Release DateEBITDA Cap as otherwise contemplated by this Section 1.04(d). (de) In [Reserved.] (f) Notwithstanding the event that the Parent Borrower or any Restricted Subsidiary incurs foregoing, when calculating (including by assumption or guaranteesi) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (iSection 2.05(b)(i) during the applicable Test Period and (ii) the Senior Secured Leverage Ratio for the purposes of Sections 4.01(d) (solely in connection with calculating the Senior Secured Leverage Ratio, and not for purposes of calculating whether the aggregate amount outstanding under the Revolving Credit Facility exceeds the 25% threshold) and 7.10, the events described in Sections 1.04(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence or repayment of Indebtedness, effect. (g) [Reserved.] (h) Notwithstanding anything else in this Agreement to the extent requiredcontrary, as if for purposes of calculating any financial ratio or test on or after the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible date that internal financial or accounting officer statements of the Parent Borrower to be for the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rateyear ending December 31, a London interbank offered rate2013 are available, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, than for purposes of (icalculating the Senior Secured Leverage Ratio for purposes of Sections 4.01(d) determining compliance with this Agreement which requires the calculation of any ratio (including and 7.10, the EBITDA component Cap for purposes of any calculating such ratio), financial ratio or test (iiif applicable) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into 10% as set forth in clause (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning 2) of the most recent Test Period ending definition of EBITDA Cap. (i) To the extent compliance with the covenant set forth in Section 7.10 is being calculated as of a date that is prior to the LCA Test Date, Holdings could have taken such first test date under Section 7.10 or after the final test date under Section 7.10 in order to determine the permissibility of an action on by the relevant LCA Test Date in compliance with such ratio Parent Borrower or basketany of its Restricted Subsidiaries, such ratio or basket compliance shall be deemed to have been complied with. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement tested for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and purpose against the use of proceeds thereof) have been consummated until such time as levels set forth opposite the applicable Limited Condition Acquisition has actually closed first test date or the definitive agreement with respect thereto has been terminatedfinal test date, as applicable, in Section 7.10.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.131.4; provided that notwithstanding anything to the contrary in clauses (bSection 1.4(b), (c) or (d) of this Section 14.13), when (i) calculating the Consolidated First Lien Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the Applicable definition of “ECF Percentage of Excess Cash FlowPercentage”, the events described in this Section 14.13 1.4 that occurred subsequent to the end of the applicable Test Reference Period shall not be given pro forma effecteffect and shall be calculated at the last day of such fiscal year or fiscal quarter, as the case may be. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Reference Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or (b), as applicable (or, if prior to the date of delivery of the first financial statements delivered pursuant to Section 7.1, the most recent financial statements referred to in Section 5.1). (b) For purposes of calculating any financial ratio or test, the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions or any Significant Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to Section 1.4(d)) that have been made (i) during the applicable Test Reference Period and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that the Transactions or all such Specified Transactions Significant Transactions, as applicable (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower 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 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.therein

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Consolidated Net Leverage Ratio and the Consolidated First Lien Senior Secured Net Leverage Ratio Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 14.131.13; provided provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (de) of this Section 14.131.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) determining the “Applicable ECF Percentage Rate” with respect to the Revolving Loans, (ii) Section 6.09 (other than for the purpose of Excess Cash Flowdetermining pro forma compliance with Section 6.09) and (iii) Section 2.10(b)(iii), in each case, the events described in this Section 14.13 1.13 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the any financial ratio or test or compliance with any covenant determined by reference to Consolidated EBITDA or Consolidated Total Leverage Ratio and the Consolidated First Lien Net Leverage RatioAssets, Specified Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to clause (d) of this Section 1.13) that have been made (i) during the applicable Test Period and or (ii) other than as described in the proviso to clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of Consolidated EBITDA or Consolidated Total Assets, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, on the last day of the applicable Test Period) but without giving pro forma effect to any Indebtedness incurred substantially concurrently therewith under any other basket that is not a leverage-based incurrence test. 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 Parent Borrower 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 14.131.13, then the such financial ratio or test (or Consolidated EBITDA or Consolidated Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Financial Officer of the Parent Borrower Company and may include, for the avoidance of doubt, subject to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportablelimitations set forth in the definition of Consolidated EBITDA, including the amount of “run rate” cost savings, operating expense reductions and synergies that related to the Transactions or any other Specified Event resulting from or relating to such Specified Transaction projected by the Company in good faith to be realizable as a result of actions taken or with respect to which substantial steps have been realized taken or are expected to be realized within 12 months after the closing date of such Specified Transaction taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating period and such that “run-rate” means the full recurring benefit for a period that is associated with any action taken, for which substantial steps have been taken or are expected to such Specified Transaction, be taken net of the amount of actual benefits realized during such period from such actions; provided that ), and any such adjustments shall be included in the aggregate amount initial pro forma calculations of such financial ratios or tests relating to such Specified Transaction (and in respect of any subsequent pro forma calculations in which such Specified Transaction or cost savings, operating expense reductions and other operating improvements, changes and initiatives, and synergies included are given pro forma effect) and during any applicable subsequent Test Period for any subsequent calculation of such financial ratios and tests; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Company, (B) such calculations actions are taken or substantial steps with respect to such actions are or are expected to be taken no later than 18 months after the date of such Specified Transaction (with actions for any such transaction occurring prior to the Safeway Acquisition Closing Date occurring within 18 months of the Closing Date), (C) no amounts shall be added to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (D) the aggregate amount added back, together with amounts added back pursuant to clause (x)(vi), clause (x)(vii) and clause (x)(xiii) of the definition of “Consolidated EBITDA” , shall not exceed the greater of (x) $285,000,000 76,000,000 and (y) 20% of Consolidated EBITDA for the 12 month four quarter period following ending on any date of determination (prior to giving effect to the Escrow Release Dateaddback of such items and pursuant to clause (x)(vi), clause (x)(vii) and clause (x)(xiii) and excluding any addbacks in connection with the Transactions) (it being understood and agreed that any adjustment that may be made pursuant to clause (x)(vi) or clause (x)(vii) of the definition of “Consolidated EBITDA” made in connection with the Transactions shall not be subject to such cap). (d) In the event that (w) the Parent Borrower Company or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement retirement, discharge, defeasance or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes)) or (x) the Company or any Restricted Subsidiary issues, repurchases or redeems Disqualified Equity Interests, (i) during the applicable Test Period and or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such financial ratio or test is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or repayment extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Equity Interests, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Interest Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness or such issuance, repurchase or redemption of Disqualified Equity Interests will be given effect as if the same had occurred on the first day of the applicable Test Period). (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer Financial Officer of the Parent Borrower Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower Company or any applicable Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total First Lien Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.131.4; provided that notwithstanding anything to the contrary in clauses (bSection 1.4(b), (c) or (d) of this Section 14.13), when (i) calculating the Consolidated First Lien Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the Applicable definition of “ECF Percentage of Excess Cash FlowPercentage”, the events described in this Section 14.13 1.4 that occurred subsequent to the end of the applicable Test Reference Period shall not be given pro forma effecteffect and shall be calculated at the last day of such fiscal year or fiscal quarter, as the case may be. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Reference Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or (b), as applicable (or, if prior to the date of delivery of the first financial statements delivered pursuant to Section 7.1, the most recent financial statements referred to in Section 5.1). (b) For purposes of calculating any financial ratio or test, the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions or any Significant Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to Section 1.4(d)) that have been made (i) during the applicable Test Reference Period and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that the Transactions or all such Specified Transactions Significant Transactions, as applicable (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to the Transactions or any Specified Significant Transaction, as applicable) had occurred on the first day (or, in case of the determination of Consolidated Total Tangible Assets, the last day) of the applicable Test Reference Period. If since the beginning of any applicable Test Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Reference Period shall have made any Specified Significant Transaction that would have required adjustment pursuant to this Section 14.131.4, then the such financial ratio or test (or Consolidated Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Tangible Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.4. (c) Whenever pro forma effect is to be given to a Specified the Transactions or any Significant Transaction, the calculations made on a pro forma calculations basis shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savingsreductions, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.other

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Net Leverage Ratio and the Consolidated First Lien Secured Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect1.07. (b) For purposes of calculating the Total Net Leverage Ratio and the Consolidated First Lien Secured Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or Calculation Period and (ii) subsequent to such Test Period (or Calculation Period) and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period or Calculation Period, as applicable. 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 Parent Borrower 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 14.131.07, then the Total Net Leverage Ratio and the Consolidated First Lien Secured Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.07. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.Total

Pro Forma Calculations. (a) Notwithstanding anything to When calculating the contrary hereinSecured Net Leverage Ratio, the Total Net Leverage Ratio and the Consolidated First Lien Net Leverage Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything to the contrary in clauses (b)for any purpose, (c) or (d) of this Section 14.13, and when calculating the Consolidated First Lien Net Leverage Ratio total assets, consolidated total assets and revenue for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio identifying “Material Domestic Subsidiaries” and the Consolidated First Lien Net Leverage Ratio, “Material Foreign Subsidiaries,” Specified Transactions (and identified by the incurrence or repayment of any Indebtedness in connection therewith) Borrower that have been made or consummated or that occurred (i) during the applicable Test Period and or (ii) subsequent to such Test Period and prior to or simultaneously with the any event for which the calculation of any such ratio is made or the date of such measurement shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the (including component financial definitions used therein therein), total assets, consolidated total assets and revenue attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If If, since the beginning of any applicable Test Period Period, any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made consummated any Specified Transaction or any Specified Transaction shall have occurred with respect to it, in each case identified by the Borrower, that would have required adjustment pursuant to this Section 14.131.08, then for the purposes set forth above, the determination of the Secured Net Leverage Ratio, the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Ratio, the Interest Coverage Ratio, total assets, consolidated total assets and revenue shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions1.08; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.and

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio financial ratios and tests, including the Consolidated First Lien Net Leverage Ratio, the Consolidated Total Secured Leverage Ratio, the Consolidated Total Leverage Ratio or the Consolidated Cash Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 14.131.04; provided that notwithstanding anything to the contrary in clauses (b), (cSection 1.04(b) or (d) of this Section 14.13), when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the definition of “Applicable ECF Percentage of Excess Cash FlowFlow Percentage”, the events described in this Section 14.13 1.04 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For Notwithstanding anything to the contrary herein, but subject to Sections 1.05, 1.06(b) and (d), for purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to Section 1.06(c)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.04(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day (or, in case of the determination of Consolidated Total Assets, the last 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 Parent Borrower 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 14.131.04, then the such financial ratio or test (or Consolidated Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.04. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date[Reserved]. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness or issues or redeems Disqualified Stock or Preferred Stock included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposesunless such Indebtedness has been permanently repaid and accompanied by a permanent commitment reduction), (i) during the applicable Test Period and or (ii) subject to Section 1.04(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 Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, to the extent required, as if the same had occurred (x) in the case of any leverage-based ratio, on the last day of the applicable Test Period and (y) in the case of any cash interest coverage ratio, on the first day of the applicable Test Period. (e) Subject to Section 1.06(e) and (f), the interest on any Indebtedness and dividends or distributions on any Disqualified Stock or Preferred Stock, in each case, assumed to be outstanding pursuant to preceding clause (d) shall be calculated as if such Indebtedness, Disqualified Stock or Preferred Stock had borne interest or accrued dividends or disbursements at (x) the rate applicable thereto, in the case of fixed rate Indebtedness, Disqualified Stock or Preferred Stock or (y) the rates which would have been applicable thereto during the respective period when same was deemed outstanding, in the case of floating rate Indebtedness (although interest expense with respect to any Indebtedness for periods while same was actually outstanding during the respective period shall be calculated using the actual rates applicable thereto while same was actually outstanding); provided that all Indebtedness (whether actually outstanding or deemed outstanding) bearing interest at a floating rate of interest shall be tested on the basis of the rates applicable at the time the determination is made pursuant to said provisions. Interest on a Capital Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Capitalized Lease Obligation in accordance with GAAPIFRS. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed with a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in Section 1.04(a). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA and any financial ratios or tests, including the Total Net Secured Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio Ratio, shall be calculated in the manner prescribed by this Section 14.131.08; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.131.08, when calculating (i) the Consolidated First Lien Total Net Leverage Ratio for purposes of Section 2.05(b)(i) or (ii) the Applicable ECF Percentage Total Net Leverage Ratio and the Total Net Secured Leverage Ratio for purposes of Excess Cash Flowdetermining actual compliance (and not pro forma compliance, compliance on a Pro Forma Basis or determining compliance giving Pro Forma Effect to a transaction) with Section 7.10, the events described in this Section 14.13 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 Consolidated EBITDA and any financial ratios or tests, including the Total Net Leverage Ratio and the Consolidated First Lien Total Net Secured 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 and or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of Consolidated EBITDA or any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Holdings, the Parent Borrower or any of its their Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 14.131.08, then the Total Net Leverage Ratio, Total Net Secured Leverage Ratio and the Consolidated First Lien Net Leverage Ratio EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.08. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Responsible Officer of the Parent Borrower to and may include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run rate” cost savings, operating expense reductions and synergies that have been projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or are expected to be realized within 12 months after the closing date of such Specified Transaction taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, and “run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that (A) such amounts are reasonably identifiable and factually supportable (in the aggregate amount good faith determination of cost the Borrower), (B) such actions are taken, committed to be taken or expected to be taken within twelve (12) months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period, (D) such “run rate” costs savings, operating expense reductions and synergies added back pursuant to this Section 1.08(c) in any Test Period shall, when aggregated with the amount of any add-back to Consolidated EBITDA pursuant to clauses (a)(v), (a)(x) and (a)(xi) of the definition of the term “Consolidated EBITDA” for such period, in each case, solely to the extent such items are not otherwise permitted to be reflected on pro forma financial statements prepared in compliance with Regulation S-X, not exceed an aggregate amount equal to 20% of Consolidated EBITDA, calculated after giving effect thereto, for such Test Period determined on a Pro Forma Basis, and (E) it is understood and agreed that, subject to compliance with the other provisions of this Section 1.08(c), amounts to be included in pro forma calculations pursuant to this Section 1.08(c) may be included in Test Periods in which the Specified Transaction to which such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Dateamounts relate to is no longer being given pro forma effect pursuant to Section 1.08(b). (d) In the event that Holdings, the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Net Secured Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Net Secured Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio Ratio, as applicable, shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date such calculation is being made had been the applicable rate for the entire period (taking into account any Swap Contract applicable to such Indebtedness). Interest on a Capital Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer Responsible Officer of the Parent Borrower to be the rate of interest implicit in such Capital Capitalized Lease in accordance with GAAPGAAP or IFRS, as applicable. 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 rateEurocurrency Rate, or other rate, shall be determined deemed to have been based upon the rate actually chosen, or or, if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary In connection with any action being taken in this Agreementconnection with a Limited Condition Transaction, for purposes of of: (i) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio (or test, including the EBITDA component of any such ratio), Total Net Secured Leverage Ratio and the Total Net Leverage Ratio; or (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total AssetsConsolidated EBITDA), ; in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are Transaction is entered into (the “LCA LCT Test Date”), and if if, after giving pro forma effect Pro Forma Effect to the Limited Condition Acquisition and Transaction, the other transactions to be entered into in connection therewith as if they had occurred at the beginning Borrower or any of the most recent Test Period ending prior Restricted Subsidiaries would have been permitted to the LCA Test Date, Holdings could have taken take such action on the relevant LCA LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. If Holdings For the avoidance of doubt, if the Borrower has made an LCA ElectionLCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been satisfied as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio event or basket on or following transaction occurring after the relevant LCA LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition Transaction is consummated and (ii) or the date that the definitive agreement or date for redemption, repurchase, defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Acquisition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition AcquisitionTransaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving Pro Forma Effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminatedconsummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, all calculations of the Consolidated Total Leverage Ratio (including for purposes of determining the Applicable Rate) and the Consolidated First Lien Net Leverage Ratio Fixed Charge Coverage Ratio, in each case, shall be calculated in made on a Pro Forma Basis with respect to all Specified Transactions occurring during the manner prescribed by this Section 14.13; provided that notwithstanding anything applicable Measurement Period to which such calculation relates, and/or subsequent to the contrary in clauses (b)end of such Measurement Period but not later than the date of such calculation; provided, (c) or (d) of this Section 14.13that, notwithstanding the foregoing, when calculating the Consolidated First Lien Net Total Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio, in each case, for purposes of determining (i) compliance with Section 7.11, and/or (ii) the Applicable ECF Percentage Rate, any Specified Transaction and any related adjustment contemplated in the definition of Excess Cash Flow, the events described in this Section 14.13 Pro Forma Basis that occurred subsequent to the end of the applicable Test Measurement Period shall not be given pro forma effect. (b) Pro Forma Effect. For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower 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 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any provision of this Agreement which requires Pro Forma Compliance with any financial covenant set forth in Section 7.11, (A) in the calculation of any ratio (including the EBITDA component case of any such ratiocompliance required after delivery of financial statements for the fiscal quarter ending September 30, 2019, such Pro Forma Compliance shall be determined by reference to the maximum Consolidated Total Leverage Ratio and/or the minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter of the Company most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01(a) or Section 6.01(b), (ii) determining compliance with representationsas applicable, warranties, Defaults or Events of Default or (iiiB) testing availability under in the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence case of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending compliance required prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i1) the date on which such Limited Condition Acquisition is consummated Interim Financial Statements, and (ii2) the date maximum Consolidated Total Leverage Ratio and/or the definitive agreement minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisitionthe fiscal quarter ending September 30, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated2019.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio and the Consolidated First Lien Net Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section 14.131.07; provided that notwithstanding anything to when calculating any such ratio for the contrary purpose of (i) the definition of Applicable Margin or Applicable Percentage, (ii) any mandatory prepayment provision under Section 2.10(b) or (iii) actual compliance with the Financial Covenant, the events set forth in clauses clause (b), (c) or and (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 below that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Senior Secured Leverage Ratio, all Specified Transactions (and the incurrence or repayment of any Indebtedness and the granting or terminating of any Liens in connection therewith) that have been made consummated (i) during the applicable period of four consecutive fiscal quarters for which such financial ratio is being determined (the “Test Period and Period”) or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower 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 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever If pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Financial Officer of the Parent Borrower and include only those adjustments that (i) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (ii) are (A) directly attributable to the extent consistent Specified Transactions with Regulation S-X or respect to which such adjustments are otherwise to be made, (B) [reserved], (C) factually supportable and reasonably identifiable and factually supportable(D) based on reasonably detailed written assumptions. For the avoidance of doubt, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a all pro forma basis as though such cost savingsadjustments shall be consistent with, operating expense reductions and synergies had been realized on subject to, the caps and limits set forth in the applicable definitions herein. To the extent compliance with the Financial Covenant is being tested prior to the first day test date under the Financial Covenant, in order to determine permissibility of any action by the Borrower or its Subsidiaries, such period as if compliance shall be tested against the applicable ratio for such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Datefirst test date. (d) In the event that the Parent Borrower or any Restricted Subsidiary of its Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculations calculation of the Total Leverage Ratio and or the Consolidated First Lien Net Senior Secured Leverage Ratio, as the case may be Ratio (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course Ordinary Course of business Business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and and/or the Consolidated First Lien Net Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the First Lien Leverage Ratio, the Total Leverage Ratio Ratio, the Total Assets and the Consolidated First Lien Net Leverage Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 14.131.09; provided that notwithstanding anything to the contrary in clauses (bSections 1.09(b), (c) or (d), (i) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage definition of Excess Cash Flow“Prepayment Percentage” and (ii) determining actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.14, the events described in this Section 14.13 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower). (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to Section 1.09(d)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.09(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower 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 14.131.09, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.09. (c) Whenever pro forma effect is to be given to Consolidated EBITDA with respect to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of "run-rate" cost savings, operating expense reductions and synergies that have been realized projected by the Borrower NY\6127033.17 in good faith to be realizable as a result of specified actions taken, committed to be taken or are expected to be realized within 12 months after the closing date of such Specified Transaction taken (calculated on a pro forma basis as though such cost savings, operating expense reductions reductions, operating initiatives, operating changes and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions reductions, operating initiatives, operating changes and synergies were realized during the entirety of such period) relating and "run-rate" means the full recurring benefit for a period that is associated with any action taken, committed to such Specified Transaction, be taken or expected to be taken (including any savings expected to result from the elimination of a public target's compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions; provided that , in each case, subject to the aggregate amount limitations set forth in and consistent with the definition of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release DateConsolidated EBITDA. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposesfacility), (i) during the applicable Test Period and or (ii) subject to Section 1.09(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 Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect for the purposes of determining the Interest Coverage Ratio, 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 Hedging Obligations applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed with a Pro Forma Basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Senior Secured Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.131.11; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.131.11, when calculating the Consolidated First Lien Total Net Leverage Ratio for purposes of (i) the definition of “Applicable ECF Percentage Percentage,” (ii) the definition of Excess Cash Flow“Applicable Asset Sale Percentage”, and (iii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with any covenant pursuant to Section 7.11, in each case, the events described in this Section 14.13 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.subsequent (b) For purposes of calculating the any financial ratio or test or basket that is based on a percentage of Consolidated EBITDA or Total Leverage Ratio and the Consolidated First Lien Net Leverage RatioAssets, Specified Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to Section 1.11(d)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 1.11(a), subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA Consolidated EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets, the last day of the applicable Test Period). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary of the Parent or was merged, amalgamated or consolidated with or into the Parent any Borrower or any of its the Parent’s other Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 14.131.11, then such financial ratio or test (or the calculation of Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.11. (c) Whenever pro forma effect is to be given to the Transactions, a Specified Transaction, the implementation of an operational initiative or operational change, the pro forma calculations (i) shall be made in good faith by a responsible financial or accounting officer Responsible Officer of the Parent Lead Borrower to and (ii) may include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions reductions, other operating improvements and cost synergies that have been realized resulting from, or are relating to, such initiative or change, such Transaction or such Specified Transaction projected by the Lead Borrower in good faith to be realizable as a result of actions taken or expected to be realized within 12 months after the closing date of such Specified Transaction taken (calculated on a pro forma basis as though such cost savings, operating expense reductions reductions, other operating improvements and cost synergies had been realized on the first day of such period as if such cost savings, operating expense reductions reductions, other operating improvements and cost synergies were realized during the entirety of such periodperiod and such that “run-rate” means the full recurring projected benefit for a period that is associated with any action taken or expected to be taken (including any savings or other benefits expected to result from the elimination of a public target’s compliance costs with public company requirements) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions), and any such adjustments shall be included in the initial pro forma calculation of such financial ratios or tests or basket that is based on a percentage of Consolidated EBITDA relating to such initiative or change, such Transaction or such Specified Transaction (and in respect of any subsequent pro forma calculation in which such initiative or change, such Transaction or such Specified Transaction is given pro forma effect) and during any applicable subsequent Test Period in which the effects thereof are expected to be realizable, relating to such initiative or change, such Transaction or such Specified Transaction; provided that (x) a duly completed certificate signed by a Responsible Officer of the aggregate amount of Lead Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02, certifying that such cost savings, operating expense reductions reductions, other operating improvements and/or cost synergies are readily identifiable, factually supportable and synergies included have been determined in such calculations for good faith by the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date.Lead Borrower to be (d) In the event that the Parent any Borrower or any other Restricted Subsidiary of the Parent incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred any financial ratio or repaid under any revolving credit facility in the ordinary course of business for working capital purposes)test, (i) during the applicable Test Period and or (ii) subject to 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 Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything Any provision requiring pro forma compliance with Section 7.11 shall be made assuming that compliance with the Consolidated Total Net Leverage Ratio pursuant to such Section is required with respect to the contrary most recent Test Period prior to such time (it being understood that for purposes of determining Pro Forma Compliance with Section 7.11, if no Test Period with an applicable Consolidated Total Net Leverage Ratio cited in this AgreementSection 7.11 has passed, the applicable Consolidated Total Net Leverage Ratio level shall be the level for the first Test Period cited in Section 7.11 with an indicated Consolidated Total Net Leverage Ratio level). (f) [Reserved]. (g) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of of: (i) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio (or test, including the EBITDA component of any such ratio)Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or the Consolidated Senior Secured Net Leverage Ratio; (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total AssetsConsolidated EBITDA); or (iii) determining compliance with representations, warranties, Defaults or Events of Default (other than for purposes of Section 4.02); in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Lead Borrower (the Parent Lead Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be the date the definitive agreements agreement for such Limited Condition Acquisition are Transaction is entered into or irrevocable notice is given in respect of such transaction (or such later date as specified by the Lead Borrower in writing to the (h) For purposes of the definition of “LCA Test DateApplicable ECF Percentage”), and (i) the Consolidated Senior Secured Net Leverage Ratio shall be recalculated to give Pro Forma Effect to (A) if after giving pro forma effect the Lead Borrower elects any deduction be made pursuant to the Limited Condition Acquisition and clauses (B)(1) through (4) of Section 2.05(b)(i) after the other transactions to be entered into in connection therewith as if they had occurred at the beginning end of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date fiscal year and prior to the earlier time such Excess Cash Flow prepayment is due, any cash pay-downs or reductions made after the end of the relevant fiscal year and prior to the time the applicable Excess Cash Flow prepayment is due and (iB) any repayments of the date on which Loan to be made pursuant to Section 2.05(b)(i) utilizing such Limited Condition Acquisition is consummated Excess Cash Flow and (ii) the date Consolidated Senior Secured Net Leverage Ratio for the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket succeeding fiscal year shall be calculated on not give Pro Forma Basis assuming Effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed cash pay-downs or the definitive agreement with respect thereto has been terminatedreductions.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated First Lien Secured Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio “Test Period” for purposes of the Applicable ECF Percentage of Excess Cash Flowcalculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the events described in this Section 14.13 that occurred subsequent to the end of the applicable most recently ended Test Period shall not be given pro forma effectPeriod. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test PeriodPeriod (or, in the case of the determination of Total Assets, the last day). 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 Parent Borrower 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 14.131.09, then such financial ratio or test (or the calculation of Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.09. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions savings and synergies that have been projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or are expected to be realized within 12 months after the closing date of such Specified Transaction taken (calculated on a pro forma basis as though such cost savingssavings and synergies had been realized on the first day of such period and as if such cost savings and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, operating expense reductions committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable, quantifiable, attributable to the transaction and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Administrative Agent, and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions savings and synergies were realized during the entirety of such period) period relating to such Specified Transactionspecified transaction, net of the amount of actual benefits realized during such period from such actions; provided , (B) such actions are taken, committed to be taken or expected to be taken no later than 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) the aggregate amount of cost savings, operating expense reductions savings and synergies included in such calculations for the Safeway Acquisition added pursuant to this clause (c) shall not exceed $285,000,000 (i) 15.0% of Consolidated EBITDA for such Test Period (giving pro forma effect to the 12 month period following relevant Specified Transaction (but not to any cost savings or synergies)) and (ii) when aggregated with the Escrow Release Dateaggregate amount for all cash items added pursuant to clause (a)(iv)(B), (a)(vi), (a)(vii) or (a)(ix) of the definition of “Consolidated EBITDA,” 25.0% of Consolidated EBITDA for such Test Period (giving pro forma effect to the relevant Specified Transaction (but not to any cost savings or synergies)). (d) In Notwithstanding anything to the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemptioncontrary herein, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and when calculating the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Secured Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent requiredConsolidated Total Net Leverage Ratio, as if the same had occurred on the last day of the applicable Test Period. Interest applicable, on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, Pro Forma Basis for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratioSection 2.14(d)(iii)(B), (ii7.03(r)(i)(B) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets7.03(r)(ii)(B), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one that is incurred substantially contemporaneously therewith under any other provision of Section 2.14 or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, Section 7.03 shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminateddisregarded.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio and Ratio, the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything 1.09. Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio “Test Period” for purposes of the Applicable ECF Percentage of Excess Cash Flowcalculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the events described in this Section 14.13 that occurred subsequent to the end of the applicable most recently ended Test Period shall not be given pro forma effectPeriod. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test PeriodPeriod (or, in the case of the determination of Total Assets, the last day). 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 Parent Borrower 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 14.131.09, then such financial ratio or test (or the calculation of Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.09. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions savings and synergies that have been projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or are expected to be realized within 12 months after the closing date of such Specified Transaction taken (calculated on a pro forma basis as though such cost savingssavings and synergies had been realized on the first day of such period and as if such cost savings and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, operating expense reductions committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are factually supportable, reasonably identifiable, quantifiable, attributable to the transaction and based on assumptions believed by the Borrower in good faith to be reasonable at the time made and supported by an officer’s certificate delivered to the Administrative Agent, and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions savings and synergies were realized during the entirety of such period) period relating to such Specified Transactionspecified transaction, net of the amount of actual benefits realized during such period from such actions; provided , (B) such actions are taken, committed to be taken or expected to be taken no later than 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this Section 1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (D) the aggregate amount of cost savings, operating expense reductions savings and synergies included in such calculations for the Safeway Acquisition added pursuant to this clause (c) shall not exceed $285,000,000 (i) 15.0% of Consolidated EBITDA for such Test Period (giving pro forma effect to the 12 month period following relevant Specified Transaction (but not to any cost savings or synergies)) and (ii) when aggregated with the Escrow Release Dateaggregate amount for all cash items added pursuant to clause (a)(iv)(B), (a)(vi), (a)(vii) or (a)(ix) of the definition of “Consolidated EBITDA,” 25.0% of Consolidated EBITDA for such Test Period (giving pro forma effect to the relevant Specified Transaction (but not to any cost savings or synergies)). (d) In Notwithstanding anything to the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemptioncontrary herein, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and when calculating the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Secured Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent requiredConsolidated Total Net Leverage Ratio, as if the same had occurred on the last day of the applicable Test Period. Interest applicable, on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, Pro Forma Basis for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratioSection 2.14(d)(iii)(B), (ii7.03(r)(i)(B) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets7.03(r)(ii)(B), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one that is incurred substantially contemporaneously therewith under any other provision of Section 2.14 or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, Section 7.03 shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminateddisregarded.

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be required on the face of financial statements under Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed have been certified by this Section 14.13; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes a Financial Officer of the Applicable ECF Percentage of Excess Cash Flow, the events described Borrower as having been prepared in this Section 14.13 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable to the Required Lenders. For purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Qualified Cash, the Total Net Leverage Ratio or Consolidated EBITDA (other than for purposes of calculating Excess Cash Flow or actual compliance (and not pro forma compliance) with the Consolidated First Lien financial covenants set forth in Section 6.10 and 6.11), any such calculation of Qualified Cash, the Total Net Leverage RatioRatio or Consolidated EBITDA, as applicable, shall be calculated on a pro forma basis assuming that any Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) occurred during the applicable Test Period and (ii) Period, or subsequent to such the applicable Test Period and prior to or simultaneously with the event for which the such calculation of any such ratio is made shall required to be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) made, 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 Parent Borrower or any of its Restricted the Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 14.131.03, then such financial ratio or test (or Qualified Cash, the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio or Consolidated EBITDA, as applicable) shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.1

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Total Leverage Ratio, the Senior Secured Leverage Ratio, the Credit Facility Secured Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything 1.04. For purposes of this Agreement, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the contrary “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference, and shall be based on, to the “most recently ended Test Period for which internal financial statements of the Parent Borrower are available (as determined in clauses good faith by the Borrower)”. For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating (b), i) the definition of “Applicable Rate” and Section 2.05(b)(i) and (cii) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Interest Coverage Ratio and Total Leverage Ratio for purposes of Section 7.10, each of which shall be based on the Applicable ECF Percentage of Excess Cash Flowfinancial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the events described in this Section 14.13 relevant period. (b) In the event that occurred the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period shall not be given pro forma effect(except in the case of the Interest Coverage Ratio (or similar ratio), such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the first day of the applicable Test Period). (bc) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) by the Parent Borrower or any of the Restricted Subsidiaries during the applicable Test Period and (ii) or subsequent to such Test Period and prior to or simultaneously with the event for which the such calculation of any such ratio is being made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease the change in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transactionresulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower 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 14.131.04, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio any applicable financial ratio or test shall be calculated to give giving pro forma effect thereto in accordance with this Section 14.13for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (cd) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, (including the amount of “run-rate” cost savings, operating expense reductions savings and synergies resulting from such Specified Transaction that have been realized or are expected to be realized within 12 months after (“run-rate” means the closing date full recurring benefit for a period that is associated with any action taken or expected to be taken (including any savings expected to result from the elimination of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transactionpublic target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings), operating expense reductions and synergies any such adjustments included in the initial pro forma calculations shall continue to apply to subsequent calculations of such calculations for financial ratios or tests, including during any subsequent Test Periods in which the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. effects thereof are expected to be realized); provided, that, (di) In the event that such amounts are reasonably identifiable, and factually supportable, are projected by the Parent Borrower in good faith to result from actions either taken or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemptionexpected to be taken within 12 months after the end of such Test Period in which such Specified Transaction occurred and, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in certified by the ordinary course Chief Financial Officer of business for working capital purposes)the Parent Borrower, (iii) during no amounts shall be added pursuant to this clause (d) to the applicable extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period and (iiiii) subsequent any increase to Consolidated EBITDA as a result of cost savings and synergies shall be subject to the end limitations set forth in clauses (vi)(c) and (xi) of the applicable Test Period definition of Consolidated EBITDA. Notwithstanding the provisions set forth in this Section 1.04(d) and in clauses (b)(vi)(c) and (b)(xi) of the definition of Consolidated EBITDA, any increase to Consolidated EBITDA pursuant to such provisions as a result of cost savings and synergies in connection with any Investments made under Section 7.02(w) shall not be subject to the 10% limitation set forth in clauses (b)(vi)(c) and (b)(xi) of the definition of Consolidated EBITDA and shall be included in the determination of Consolidated EBITDA prior to calculating and giving effect to such 10% limitation, solely to the extent reflecting (A) the removal of corporate allocations and charge-backs included in carve-out financial statements of the acquired businesses and removal of amounts paid under any transition services agreements with respect to the acquired businesses, net of (B) the addition of anticipated standalone costs upon integration of the acquired businesses into the operations of the Borrower and its Restricted Subsidiaries (such adjustments, the “Specified Adjustments”); provided, that any increase to Consolidated EBITDA other than the Specified Adjustments, including as a result of cost savings and synergies relating to operational improvements and other non-ordinary course actions specifically taken or simultaneously with to be taken in order to achieve cost savings and synergies beyond the integration of the acquired businesses into the Borrower and its Restricted Subsidiaries, shall remain subject to such 10% limitation as otherwise contemplated by this Section 1.04(d). (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect interest hedging arrangements applicable to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period). Interest on a Capital Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer Responsible Officer of the Parent Borrower to be the rate of interest implicit in such Capital Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosenchose, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (ef) Notwithstanding anything to the contrary in this Agreementforegoing, when calculating (i) the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and (iii) determining compliance with this Agreement which requires the calculation Interest Coverage Ratio and Total Leverage Ratio for the purposes of any ratio (including Section 7.10, the EBITDA component of any such ratioevents described in Sections 1.04(b), (iic) determining and (d) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (g) Any pro forma calculation required at any time prior to December 31, 2010, shall be made assuming that compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets Interest Coverage Ratio and Total Leverage Ratio set forth in this Agreement (including baskets measured as a percentage of Total Assets)Section 7.10 for the Test Period ending on December 31, in each case2010, in connection is required with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted respect to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminatedtime.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Consolidated Total Net Leverage Ratio and Ratio, the Consolidated First Lien Net Leverage Ratio and the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 14.131.05; provided that notwithstanding anything to the contrary in clauses clause (b), (c) or (d) of this Section 14.131.05, when calculating the Consolidated First Lien Total Net Leverage Ratio and the Interest Coverage Ratio, for purposes of the Applicable ECF Percentage of Excess Cash Flowdetermining actual compliance (and not compliance on a Pro Forma Basis) with any covenant pursuant to Section 10.08, the events described in this Section 14.13 1.05 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Consolidated Total Net Leverage Ratio and Ratio, the Consolidated First Lien Net Leverage Ratio and the Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If If, since the beginning of any applicable Test Period Period, any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower 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 14.131.05, then the Consolidated Total Net Leverage Ratio and Ratio, the Consolidated First Lien Net Leverage Ratio and the Interest Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.05. (c) Whenever At the election of Borrower, whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Responsible Officer of Borrower and include, for the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of cost savings, operating expense reductions reductions, other operating improvements and synergies that projected by Borrower in good faith to be realized as a result of specified actions taken or with respect to which steps have been realized initiated, or are reasonably expected to be realized initiated, within 12 eighteen (18) months after of the closing date of such Specified Transaction (in the good faith determination of Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions reductions, other operating improvements and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such the applicable period) relating to such Specified Transaction), net of the amount of actual benefits realized during such period from such actions; provided that, with respect to any such cost savings, operating expense reductions, other operating improvements and synergies, the limitations and requirements set forth in clause (c) of the definition of Consolidated EBITDA (other than the requirement set forth in clause (c) of Consolidated EBITDA that steps have been initiated or taken) shall apply; provided, further, that the aggregate amount of cost savings, operating expense reductions additions made to Consolidated EBITDA for any Test Period pursuant to this clause (c) and synergies included in such calculations for clause (c) of the Safeway Acquisition definition of “Consolidated EBITDA” shall not (i) exceed $285,000,000 20.0% of Consolidated EBITDA for such Test Period (before giving effect to this clause (c) and clause (c) of the 12 month period following the Escrow Release Datedefinition of “Consolidated EBITDA”) or (ii) be duplicative of one another. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement prepayment, retirement, exchange or extinguishment) any Indebtedness included in the calculations of the Consolidated Total Net Leverage Ratio and Ratio, the Consolidated First Lien Net Leverage Ratio or the Interest Coverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility without a corresponding permanent reduction in the ordinary course of business for working capital purposescommitments with respect thereto), (i) during the applicable Test Period and and/or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Consolidated Total Net Leverage Ratio and Ratio, the Consolidated First Lien Net Leverage Ratio and the Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on (A) the last day of the applicable Test PeriodPeriod in the case of the Consolidated Total Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio and (B) on the first day of the applicable Test Period in the case of the Interest Coverage Ratio. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total First Lien Net Leverage Ratio, Interest Coverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.131.4; provided that notwithstanding anything to the contrary in clauses (bSection 1.4(b), (c) or (d) of this Section 14.13), when (i) calculating the Consolidated First Lien Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the Applicable definition of “ECF Percentage of Excess Cash FlowPercentage”, the events described in this Section 14.13 1.4 that occurred subsequent to the end of the applicable Test Reference Period shall not be given pro forma effecteffect and shall be calculated at the last day of such fiscal year or fiscal quarter, as the case may be. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Reference Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or (b), as applicable (or, if prior to the date of delivery of the first financial statements delivered pursuant to Section 7.1, the most recent financial statements referred to in Section 5.1). (b) For purposes of calculating any financial ratio or test, the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions or any Significant Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to Section 1.4(d)) that have been made (i) during the applicable Test Reference Period and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that the Transactions or all such Specified Transactions Significant Transactions, as applicable (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to the Transactions or any Specified Significant Transaction, as applicable) had occurred on the first day (or, in case of the determination of Consolidated Total Tangible Assets, the last day) of the applicable Test Reference Period. If since the beginning of any applicable Test Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Reference Period shall have made any Specified Significant Transaction that would have required adjustment pursuant to this Section 14.131.4, then the such financial ratio or test (or Consolidated Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Tangible Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.4. (c) Whenever pro forma effect is to be given to a Specified the Transactions or any Significant Transaction, the calculations made on a pro forma calculations basis shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions reductions, other operating improvements and synergies that have been realized or are expected projected by the Borrower in good faith to be realized within 12 months after as a result of the closing date of such Specified Transactions or any Significant Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions reductions, other operating improvements and synergies were realized during the entirety of such period) relating to such Specified ), and “run-rate” means the full recurring benefit for a period in connection with the Transactions or any Significant Transaction, as applicable, (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Reference Period in which the effects thereof are expected to be realized relating to the Transactions or such Significant Transaction, as applicable; provided that (i) such amounts are reasonably anticipated to be realized and reasonably factually supportable and quantifiable in the aggregate amount good faith judgment of the Borrower, (ii) such actions are to be taken within (A) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, not later than eighteen (18) months after the Closing Date, and (B) in all other cases, within 18 months after the consummation of the Significant Transaction, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies and (iii) and no cost savings, operating expense reductions and synergies included shall be added pursuant to this clause 1.4(c) to the extent duplicative of any expenses or charges otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such calculations for period; provided further that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies pursuant to this Section 1.4(c) shall be subject to the Safeway Acquisition shall not exceed $285,000,000 for limitation set forth in clause (vii) of the 12 month period following the Escrow Release Datedefinition of “Consolidated EBITDA.” (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposesfacility), (i) during the applicable Test Reference Period and or (ii) subject to Section 1.4(a) subsequent to the end of the applicable Test Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Reference Period. Interest on If any Indebtedness bears a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial floating or accounting officer of the Parent Borrower to be the formula based rate of interest implicit in and is being given pro forma effect, the interest on such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon calculated as if the rate actually chosen, or if none, then based upon in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedge Agreement applicable to such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designateIndebtedness). (e) Notwithstanding anything At any time prior to the contrary first date on which the Financial Covenants are required to be tested under Section 8.1, any provision requiring the pro forma compliance with Section 8.1 shall be made assuming that compliance with the Consolidated Total Net Leverage Ratio and Interest Coverage Ratio set forth in this AgreementSection 8.1 for the Reference Period ending on such date is required with respect to the most recent Reference Period prior to such time. (f) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenants) which requires the calculation of any financial ratio (or test, including the EBITDA component First Lien Net Leverage Ratio, Consolidated Total Net Leverage Ratio and Interest Coverage Ratio (and, for the avoidance of doubt, any such ratiofinancial ratio set forth in Section 2.4(a), ); or (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of determined by reference to Consolidated EBITDA or Consolidated Total Tangible Assets), ; in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower and, to the extent required by Section 2.4 or Section 3.16, with the consent of the requisite lenders required thereby (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if if, after giving pro forma effect to the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith as if they had occurred at therewith), the beginning Borrower or any of the most recent Test Period ending prior its Restricted Subsidiaries would have been permitted to the LCA Test Date, Holdings could have taken take such action on the relevant LCA Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with. If Holdings For the avoidance of doubt, if the Borrower has made an LCA ElectionElection and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCA Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Tangible Assets of the Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio ratio, test or basket on availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, mergers, Dispositions of assets of the Borrower and its Restricted Subsidiaries, the prepayment, redemption, purchase, repurchase, conversion, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on Pro Forma Basis a pro forma basis (i) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until and (ii) assuming such time as the applicable Limited Condition Acquisition has actually closed or and other transactions in connection therewith (including any incurrence of Indebtedness and the definitive agreement with respect thereto has use of proceeds thereof) have not been terminatedconsummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Leverage Ratio and Ratio, the Secured Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 14.131.09; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.131.09, when calculating the Consolidated First Lien Net Leverage Ratio, the Total Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable ECF Percentage of Excess Cash Flow” and (ii) determining actual compliance (and not whether the Payment Condition has been satisfied) with Section 7.11, the events described in this Section 14.13 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial - 69- (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to clause (d) of this Section 1.09) that have been made (i) during the applicable Test Period and (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower 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 14.131.09, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. 1.09. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions and synergies that have been projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or are expected to be realized within 12 months after the closing date of such Specified Transaction taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to such Specified Transaction, be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the aggregate amount good faith judgment of the Borrower, (B) such actions have been taken or with respect to which substantial steps have been taken (in the good faith determination of the Borrower) within eighteen (18) months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies included pursuant to this Section 1.09(c) shall be subject to the limitation set forth in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for proviso of clause (viii) of the 12 month period following the Escrow Release Datedefinition of “Consolidated EBITDA. ” (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be any financial ratio or test (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposesfacility), (i) during the applicable Test Period and or (ii) subject to clause (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 Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.- 70-

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Consolidated Net Leverage Ratio and the Consolidated First Lien Senior Secured Net Leverage Ratio Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 14.131.13; provided provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (de) of this Section 14.131.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of (i) determining the “Applicable ECF Percentage Rate” with respect to the Revolving Loans, (ii) Section 6.09 (other than for the purpose of Excess Cash Flowdetermining pro forma compliance with Section 6.09) and (iii) Section 2.10(b)(iii), in each case, the events described in this Section 14.13 1.13 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the any financial ratio or test or compliance with any covenant determined by reference to Consolidated EBITDA or Consolidated Total Leverage Ratio and the Consolidated First Lien Net Leverage RatioAssets, Specified Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to clause (d) of this Section 1.13) that have been made (i) during the applicable Test Period and or (ii) other than as described in the proviso to clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test, or any such calculation of Consolidated EBITDA or Consolidated Total Assets, is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, on the last day of the applicable Test Period) but without giving pro forma effect to any Indebtedness incurred substantially concurrently therewith under any other basket that is not a leverage-based incurrence test. 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 Parent Borrower 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 14.131.13, then the such financial ratio or test (or Consolidated EBITDA or Consolidated Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Financial Officer of the Parent Borrower Company and may include, for the avoidance of doubt, subject to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportablelimitations set forth in the definition of Consolidated EBITDA, including the amount of “run rate” cost savings, operating expense reductions and synergies that related to the Transactions or any other Specified Event resulting from or relating to such Specified Transaction projected by the Company in good faith to be realizable as a result of actions taken or with respect to which substantial steps have been realized taken or are expected to be realized within 12 months after the closing date of such Specified Transaction taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating period and such that “run-rate” means the full recurring benefit for a period that is associated with any action taken, for which substantial steps have been taken or are expected to such Specified Transaction, be taken net of the amount of actual benefits realized during such period from such actions; provided that ), and any such adjustments shall be included in the aggregate amount initial pro forma calculations of such financial ratios or tests relating to such Specified Transaction (and in respect of any subsequent pro forma calculations in which such Specified Transaction or cost savings, operating expense reductions and other operating improvements, changes and initiatives, and synergies included are given pro forma effect) and during any applicable subsequent Test Period for any subsequent calculation of such financial ratios and tests; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Company, (B) such calculations actions are taken or substantial steps with respect to such actions are or are expected to be taken no later than 18 months after the date of such Specified Transaction (with actions for any such transaction occurring prior to the Safeway Acquisition Closing Date occurring within 18 months of the Closing Date), (C) no amounts shall be added to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (D) the aggregate amount added back, together with amounts added back pursuant to clause (x)(vi), clause (x)(vii) and clause (x)(xiii) of the definition of “Consolidated EBITDA” , shall not exceed the greater of (x) $285,000,000 76,000,000 and (y) 20% of Consolidated EBITDA for the 12 month four quarter period following ending on any date of determination (prior to giving effect to the Escrow Release Dateaddback of such items and pursuant to clause (x)(vi), clause (x)(vii) and clause (x)(xiii) and excluding any addbacks in connection with the Transactions) (it being understood and agreed that any adjustment that may be made pursuant to clause (x)(vi) or clause (x)(vii) of the definition of “Consolidated EBITDA” made in connection with the Transactions shall not be subject to such cap). (d) In the event that (w) the Parent Borrower Company or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement retirement, discharge, defeasance or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes)) or (x) the Company or any Restricted Subsidiary issues, repurchases or redeems Disqualified Equity Interests, (i) during the applicable Test Period and or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such financial ratio or test is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or repayment extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Equity Interests, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Interest Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness or such issuance, repurchase or redemption of Disqualified Equity Interests will be given effect as if the same had occurred on the first day of the applicable Test Period). (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer Financial Officer of the Parent Borrower Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAPGAAP or IFRS, as applicable. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower Company or any applicable Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio and the compliance with covenants determined by reference to Consolidated First Lien Net Leverage Ratio EBITDA, shall be calculated in the manner prescribed by this Section 14.131.4; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.131.4, when calculating the Consolidated First Lien Total Net Leverage Ratio for purposes of (i) the Applicable ECF Percentage definition of “Required Excess Cash Flow, Flow Percentage” and (ii) determining actual compliance (and not compliance on a pro forma basis) with the Financial Covenants, (A) the events described in this Section 14.13 1.4 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effecteffect and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, such calculation shall be made without “netting” the cash proceeds of such Indebtedness. It being understood and agreed that, if any financial ratio, test or compliance with covenants determined by reference to Consolidated EBITDA or Consolidated Total Assets is required to be made prior to the first date upon which financial statements are required to be delivered (or are actually delivered, if earlier) pursuant to Section 5.1(a) or Section 5.1(b), as the case may be, such financial ratio, test or compliance with covenants determined by reference to Consolidated EBITDA or Consolidated Total Assets shall be made on a pro forma basis as of the Test Period ending September 30, 2021. (b) For purposes of calculating any financial ratios and tests, including the Total Net Leverage Ratio and the compliance with covenants determined by reference to Consolidated First Lien Net Leverage RatioEBITDA, Specified Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to clause (d) of this Section 1.4) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower 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 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.or

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Leverage Consolidated Cash Interest Coverage Ratio and the Consolidated First Lien Total Net Leverage Ratio and compliance with covenants determined by reference to Total Assets, shall be calculated (whether or not the applicable provision references that such calculation is to be done on a “Pro Forma Basis” or giving “Pro Forma Effect” or any other similar phrase) in the manner prescribed by this Section 14.131.07; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.13herein, when calculating (A) any such ratio for the Consolidated First Lien Net Leverage Ratio for purposes purpose of the definition of Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.Percentage, (b) For purposes of calculating the any financial ratio or test or compliance with any covenant determined by reference to Total Leverage Ratio and the Consolidated First Lien Net Leverage RatioAssets, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made consummated (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made made, in either case, shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or in the case of Total Assets, on the last 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 Parent Borrower 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 14.131.07, then the such financial ratio or test (or Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.07. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and may include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions and synergies resulting from or relating to any Specified Transaction (including the Transactions) which is being given pro forma effect that have been realized or are expected to be realized within 12 months after and for which the closing date actions necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of such Specified Transaction the Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to such Specified Transaction, be taken or with respect to which substantial steps have been taken or are expected to be taken net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies any such adjustments shall be included in the initial pro forma calculations of any financial ratios or tests (and in respect of any subsequent pro forma calculations in which such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date.Specified Transaction is given pro forma effect) and during any (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Cash Interest Coverage Ratio, the Consolidated Total Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, or any other than Indebtedness incurred financial ratio or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) test 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 or test is made, then the Total Leverage Ratio and Consolidated Cash Interest Coverage Ratio, the Consolidated First Lien Total Net Leverage Ratio or other financial ratio or test, as applicable, shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Cash Interest Coverage Ratio or other similar interest or fixed charge test or ratio, in which case such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment will be given effect as if the same had occurred on the first day of the applicable Test Period); provided that Indebtedness incurred, repaid or prepaid under any revolving credit facility shall be excluded from the application of this clause (c) unless such incurrence, repayment or prepayment (a) shall be in connection, or substantially concurrent, with a Specified Transaction or (b) in the case of a repayment or prepayment, such Indebtedness has been permanently repaid and not replaced. (e) In connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenants) which requires the calculation of any financial ratio or test, including the Consolidated Total Net Leverage Ratio and Consolidated Cash Interest Coverage Ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets and baskets subject to Default and Event of Default conditions)); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing (f) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Cash Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness); 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. Interest on a Capital Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer Responsible Officer of the Parent Borrower to be the rate of interest implicit in such Capital Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.the

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio and the Consolidated First Lien Net Leverage Secured Debt Ratio shall be calculated in the manner prescribed by this Section 14.1311.7; provided that that, notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.1311.7, when calculating the Consolidated First Lien Net Leverage Secured Debt Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flowdetermining actual compliance (and not compliance on a pro forma basis) with Section 6.1, the events described in this Section 14.13 11.7 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Secured Debt Ratio, Specified Transactions any Permitted Acquisition or Disposition (each a “Subject Transaction”) (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Subject Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Subject 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 Parent Borrower any Credit Party or any of its their Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Subject Transaction that would have required adjustment pursuant to this Section 14.1311.7, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Secured Debt Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.1311.7. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower any Credit Party or any of their Restricted Subsidiary Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Secured Debt Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Secured Debt Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (ed) Notwithstanding anything Whenever pro forma effect is to be given to a Subject Transaction, the pro forma calculations shall be made on a pro forma basis (including pro forma adjustments (solely to the contrary in this Agreement, for extent that such adjustments are (A) made consistent with the definition of Consolidated EBITDA and (B) (x) are of the type that would be permitted pursuant to Article XI of Regulation S-X and as interpreted by the staff of the Securities and Exchange Commission or (y) are reasonably consistent with the purposes of (isuch Regulation S-X as determined in good faith by Axiall and reasonably acceptable to Administrative Agent)) determining compliance with this Agreement which requires using the calculation historical financial statements of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults business so acquired or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreementor sold or to be sold and the consolidated financial statements of Axiall and its Subsidiaries which shall be reformulated as if such Subject Transaction, in each case whose consummation is not conditioned on the availability of, and any Indebtedness incurred or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option repaid in connection with any Limited Condition Acquisitiontherewith, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the most recent Test Period ending applicable measurement period prior to the LCA Test Date, Holdings could have taken relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminatedperiod).

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Cash Interest Coverage Ratio and the Consolidated First Lien Net Leverage Ratio EBITDA shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 14.131.14; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (de) of this Section 14.131.14, (A) when calculating the Consolidated First Lien Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “ECF Percentage Percentage” and (iii) Section 6.12 (other than for the purpose of Excess Cash Flowdetermining Pro Forma Compliance with Section 6.12 in connection with any basket), the events described in this Section 14.13 1.14 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for any prior fiscal year) shall be given pro forma effect after such fiscal year‑end and prior to the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. (b) For purposes of calculating the Total Leverage Ratio and the any financial ratio or test or Consolidated First Lien Net Leverage RatioEBITDA, Specified Transactions (and and, subject to clause (d) below, the incurrence or repayment of any Indebtedness in connection therewith) that have been made (ia) during the applicable Test Period and or (iib) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower Holdings or any of its Restricted Subsidiaries Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 14.131.14, then the Total Leverage Ratio and the such financial ratio or test or Consolidated First Lien Net Leverage Ratio EBITDA shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.14; provided that with respect to any pro forma calculations to be made in connection with any acquisition or investment in respect of which financial statements for the relevant target are not available for the same Test Period for which financial statements of Holdings are available, the Borrower shall determine such pro forma calculations on the basis of the available financial statements (even if for differing periods) or such other basis as determined on a commercially reasonable basis by the Borrower. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Financial Officer of the Parent Borrower to and may include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including avoidance of doubt the amount of “run rate” cost savings, operating expense reductions and synergies related to any Specified Transaction (including, for the avoidance of doubt, acquisitions occurring prior to the Closing Date) that are projected by the Borrower in good faith to be realized as a result of actions that have been realized taken or initiated or are expected to be realized within 12 months taken or initiated on or prior to the date that is eight fiscal quarters after the closing date end of such Specified Transaction the relevant Test Period (including restructuring and integration charges) (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated on a pro forma basis Pro Forma Basis as though such cost savings, operating expense reductions and synergies savings had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such relevant period) relating to such Specified Transaction), net of the amount of actual benefits realized during such period from such actionsactions (it being understood that “run rate” shall mean the full reasonably expected recurring benefit during the eight fiscal quarter period referred to above that is associated with the relevant action); provided that (A) such cost savings are factually supportable and reasonably identifiable and (B) no amounts shall be added to the aggregate amount extent duplicative of cost savingsany amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), operating expense reductions and synergies included in whether through a pro forma adjustment or otherwise, with respect to such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Dateperiod. (d) In the event that the Parent Borrower Holding or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit unless such Indebtedness has been permanently repaid and not replaced and, for the avoidance of doubt, in the ordinary course event an item of business for working capital purposesIndebtedness, or Disqualified Equity Interests (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Cash Interest Coverage Ratio, Secured Net Leverage Ratio and the Total Net Leverage Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility in connection therewith), (i) during the applicable Test Period and or (ii) subject to paragraph (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 Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Cash Interest Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness will be given effect as if the same had occurred on the first day of the applicable Test Period). (e) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Cash Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer Financial Officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London eurocurrency interbank offered rate, or other rate, 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 Parent Borrower or applicable Restricted Subsidiary may designate. (ef) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation Section 1.14 or in any classification under GAAP of any ratio (including the EBITDA component Person, business, assets or operations in respect of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as which a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisitionthe asset sale, transfer, disposition or lease thereof has been entered into as discontinued operations, no Pro Forma Effect shall be given to the classification thereof as discontinued operations (and the Consolidated EBITDA or any component thereof attributable to any such ratio Person, business, assets or basket operations shall not be calculated on Pro Forma Basis assuming excluded for any purposes hereunder) until such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) asset sale, transfer, disposition or lease shall have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminatedconsummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio and Ratio, the Consolidated First Lien Net Leverage Ratio and compliance with covenants determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets, shall be calculated in the manner prescribed by this Section 14.131.08; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (de) of this Section 14.131.08, (A) when calculating the Consolidated First Lien Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable ECF Percentage Percentage” and (ii) Section 6.08 (other than for the purpose of Excess Cash Flowdetermining Pro Forma Compliance with Section 6.08), the events described in this Section 14.13 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, Cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma effectcalculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered to Administrative Agent pursuant to Section 5.01(b) or (c), as applicable, for the relevant Test Period. (b) For purposes of calculating the any financial ratio or test or compliance with any covenant determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Leverage Ratio and the Consolidated First Lien Net Leverage RatioAssets, any Specified Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to clause (d) of this Section 1.08) that have been made consummated (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA Consolidated Adjusted EBITDA, Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, on the last 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 Parent any Borrower 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 14.131.08, then the such financial ratio or test (or Consolidated Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets ) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 14.131.08. (c) Whenever pro forma effect Pro Forma Effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer an Authorized Officer of the Parent applicable Borrower to and may include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of cost savings, operating expense reductions reductions, other operating improvements and initiatives and synergies that have been realized resulting from or are expected relating to be realized within 12 months after the closing date of such any Specified Transaction (calculated on including the Transactions), in a pro forma basis as though such cost savings, operating expense reductions manner permitted under and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such periodwithout duplication with clause (i)(r) relating to such Specified Transaction, net of the amount definition of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release DateConsolidated Adjusted EBITDA. (d) In the event that the Parent Borrower Holdings or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the (for ordinary course of business for working capital purposesdraws and repayments) unless such Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period and or (ii) subject to clause (a) above, subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect Pro Forma Effect to such incurrence or repayment of Indebtedness, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything It is hereby agreed that (x) for purposes of determining pro forma compliance prior to the contrary Fiscal Quarter ended March 31, 2017, the applicable covenant level for determining such pro forma compliance shall be the covenant level used for March 31, 2017 and (y) to the extent any determination of a covenant or ratio prior to the date on which financial statements have been delivered for the Fiscal Year ending December 31, 2016 pursuant to Section 5.01(c), any such calculation or determination shall be based on the most recent Historical Financial Statements. (f) In connection with any action being taken in this Agreementconnection with a Limited Condition Transaction, for purposes of of: (i) determining compliance with any provision of this Agreement (other than the Financial Covenant) which requires the calculation of any financial ratio (or test, including the EBITDA component of any such ratio), First Lien Net Leverage Ratio and the Total Net Leverage Ratio; or (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage determined by reference to Consolidated Adjusted EBITDA or Consolidated Total Assets and baskets subject to Default and Event of Total AssetsDefault conditions), ; in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower Representative (the Parent BorrowerBorrower Representative’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), the date of determination of whether any such action is permitted hereunderhereunder (or any requirement, representation or warranty or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default (other than with respect to a condition that no Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing which shall be tested on the date of the consummation of such Limited Condition Transaction)) shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into (the “LCA LCT Test Date”), and if if, after giving pro forma effect Pro Forma Effect to the Limited Condition Acquisition Transaction (and the other transactions to be entered into in connection therewith as if they had occurred at therewith), the beginning Borrowers or any of the most recent Test Period ending prior their respective Restricted Subsidiaries would have been permitted to the LCA Test Date, Holdings could have taken take such action on the relevant LCA LCT Test Date in compliance with such ratio ratio, test or basketbasket (and any related requirements and conditions), such ratio ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied withwith (or satisfied). If Holdings For the avoidance of doubt, if the Borrower Representative has made an LCA ElectionLCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets of the Borrowers or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, test or basket on availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of Restricted Debt Payments, the making of any Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of any Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCA LCT Test Date and prior to the earlier of (ix) the date on which such Limited Condition Acquisition Transaction is consummated and or (iiy) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until and (ii) assuming such time as the applicable Limited Condition Acquisition has actually closed or Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the definitive agreement with respect thereto has use of proceeds thereof) have not been terminatedconsummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Interest Coverage Ratio and the Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect1.06. (b) For purposes of calculating the Total Leverage Interest Coverage Ratio and the Consolidated First Lien Net Leverage Fixed Charge Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Measurement Period and (ii) subsequent to such Test Measurement Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Measurement Period. If since the beginning of any applicable Test Measurement Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Lead Borrower or any of its Restricted Subsidiaries since the beginning of such Test Measurement Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.Section

Pro Forma Calculations. (a30) Notwithstanding anything Whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the contrary herein, the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio “Test Period” for purposes of the Applicable ECF Percentage of Excess Cash Flowcalculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the events described in this Section 14.13 that occurred subsequent to the end of the applicable most recently ended Test Period shall not be given pro forma effectPeriod. (b31) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratioany financial ratio or test, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein in such financial ratio or test attributable to any Specified TransactionTransaction 50 155657.01206/121720408v.9 (including Indebtedness issued, incurred or assumed or repaid or redeemed as a result of, or to finance, any relevant transaction and for which any such financial ratio or test is being calculated, but excluding the identifiable proceeds of any Indebtedness being incurred substantially simultaneously therewith or as part of the same transaction or series of related transactions for purposes of netting cash to calculate the applicable ratio or test)) had occurred on the first day of the applicable Test PeriodPeriod (or, in the case of the determination of Consolidated Total Assets, the last day). For purposes of making any computation referred to herein: (A) 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 for which such pro forma determination is made had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness if such Hedging Agreement has a remaining term in excess of 12 months), (B) interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer, in his or her capacity as such and not in his or her personal capacity, to be the rate of interest implicit in such Capital Lease in accordance with GAAP, (C) interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Administrative Loan Party may designate and (D) interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. 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 Parent Borrower 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 14.131.03, then such financial ratio or test (or the calculation of Consolidated Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.03; provided that, at the election of the Administrative Loan Party, no such adjustment pursuant to this Section 1.03 shall be required to be made with respect to any Subsidiary acquired pursuant to a Permitted Acquisition or other permitted investment if the aggregate consideration paid for all Permitted Acquisitions and such permitted investments during any fiscal year is less than the greater of (1) $18,500,000 and (2) 5.0% of Consolidated Total Assets in the aggregate for all such transactions during such fiscal year of Parent. (c32) For purposes of calculating Thirty-Day Excess Availability and Excess Availability on a pro forma basis on the date of any action or proposed action, each of Thirty-Day Excess Availability and Excess Availability will be calculated on a pro forma basis after giving effect to the Borrowing of any Loans or issuance of any Letters of Credit in connection with the action or proposed action and, with respect to Thirty-Day Excess Availability, assuming that such Loans and Letters of Credit had remained outstanding throughout the applicable 30-day period for which Thirty-Day Excess Availability is to be determined. (33) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Responsible Officer and include, for the avoidance of the Parent Borrower to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportabledoubt, including the amount of cost savings, operating expense reductions reductions, other operating improvements and synergies that have been realized or are expected projected by Administrative Loan Party in good faith to be realized within 12 months after the closing date 155657.01206/121720408v.9 as a result of such Specified Transaction specified actions taken (calculated on a pro forma basis as though such cost savings, operating expense reductions reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions reductions, operating initiatives, operating changes and synergies were realized during the entirety of such period) relating and giving the full recurring benefit for a period that is associated with any such action taken (including any savings expected to such Specified Transaction, result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (i) such amounts are reasonably identifiable and factually supportable in the aggregate amount good faith judgment of Administrative Loan Party, (ii) such cost savings, operating expense reductions, other operating improvements and synergies are to be realized no later than 18 months after the date of such Specified Transaction, and (iii) no amounts shall be added pursuant to this Section 1.03(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies included pursuant to this Section 1.03(c) shall be subject to the limitations set forth in clause (a)(xi) of the definition of “Consolidated EBITDA”, including the proviso at the end of such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Dateclause (a)(xi). (d34) In Notwithstanding anything to the event that contrary in this Section 1.03, when calculating the Parent Borrower or any Restricted Subsidiary incurs Fixed Charge Coverage Ratio for purposes of determining actual compliance (including by assumption or guaranteesand not compliance on a Pro Forma Basis) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in with the calculations of the Total Leverage Fixed Charge Coverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposespursuant to Section 6.11(a), (i) during the applicable Test Period and (ii) events described in this Section 1.03 that occurred subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall not be calculated giving given pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designateeffect. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio Ratio, and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 14.131.07; provided provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (df) of this Section 14.131.07, when calculating any such ratio or test, cash and Permitted Investments included on the Consolidated First Lien Net Leverage Ratio consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the date of the event for which the calculation of any such ratio is made shall be taken into account in lieu of cash or Permitted Investments as of the last day of the relevant Test Period; provided, further, that when calculating any such ratio or test for purposes of the Applicable ECF Percentage incurrence of Excess Cash Flowany Indebtedness, cash and Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of such applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the events described in this Section 14.13 that occurred subsequent reference to the end “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the applicable Test Period shall not be given pro forma effectBorrower are available (as determined in good faith by the Borrower). (b) For purposes of calculating the any financial ratio or test or compliance with any covenant determined by reference to Consolidated EBITDA or Total Leverage Ratio and the Consolidated First Lien Net Leverage RatioAssets, Specified Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to clause (d) of this Section 1.07) that (i) have been made (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, have been made subsequent to such Test Period and prior to or simultaneously substantially concurrently with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis Pro Forma Basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA Consolidated EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last 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 Parent Borrower 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 14.131.07, then the such financial ratio or test (or Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect Pro Forma Effect thereto in accordance with this Section 14.131.07. (c) Whenever pro forma effect Pro Forma Effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower and, in the case of any “Test Period” determined by reference to internal financial statements of the Borrower (as opposed to the extent consistent financial statements most recently delivered pursuant to Section 5.01(a) or Section 5.01(b)), as set forth in a certificate of a responsible financial or accounting officer of the Borrower (with Regulation S-X or are otherwise reasonably identifiable supporting calculations), and factually supportablemay include, including for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies that have been realized resulting from or are expected to be realized within 12 months after the closing date of such relating to, any Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on including the first day Transactions) to the extent permitted by the definition of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date“Consolidated EBITDA.” (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement retirement, discharge, defeasance or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid (other than Indebtedness incurred or repaid (other than any repayment from the proceeds of other Indebtedness) under any revolving credit facility in the ordinary course of business for working capital purposesunless such Indebtedness has been permanently repaid and not replaced), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such financial ratio or test shall be calculated giving pro forma effect Pro Forma Effect to such incurrence incurrence, assumption, guarantee, repurchase, redemption, repayment, retirement, discharge, defeasance or repayment extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything [Reserved] (f) As relates to the contrary any action being taken solely in this Agreementconnection with a Limited Condition Transaction, for purposes of of: (i) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio (or test, including the EBITDA component of any such ratio)First Lien Net Leverage Ratio, Secured Net Leverage Ratio and Total Net Leverage Ratio, or (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of determined by reference to Consolidated EBITDA or Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition Transaction are entered into (the “LCA LCT Test Date”), and if if, after giving pro forma effect Pro Forma Effect to the Limited Condition Acquisition Transaction (and the other transactions to be entered into in connection therewith therewith, including any incurrence of Indebtedness and the use of proceeds thereof, as if they had occurred at on the beginning first day of the most recent Test Period ending prior to the LCA LCT Test DateDate (except with respect to any incurrence or repayment of Indebtedness for purposes of the calculation of any leverage-based test or ratio, Holdings could which shall in each case be treated as if they had occurred on the last day of such Test Period)), the Borrower or any of its Restricted Subsidiaries would have taken been permitted to take such action on the relevant LCA LCT Test Date in compliance with such ratio ratio, test or basket, such ratio ratio, test or basket shall be deemed to have been complied with; provided that if financial statements for one or more subsequent fiscal periods shall have become available, the Borrower may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. If Holdings For the avoidance of doubt, if the Borrower has made an LCA ElectionLCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or 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, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, test or basket on availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, 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 the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCA LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition Transaction is consummated and (ii) or the date that the definitive agreement or irrevocable notice for such Limited Condition Acquisition Transaction is terminated or expires without consummation of such Limited Condition AcquisitionTransaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied (i) on a Pro Forma Basis assuming such Limited Condition Acquisition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until and (ii) assuming such time as the applicable Limited Condition Acquisition has actually closed or Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the definitive agreement with respect thereto has use of proceeds thereof) have not been terminatedconsummated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated Adjusted EBITDA), including the Net Senior Secured Leverage Ratio, the Total Net Leverage Ratio Ratio, Total Assets and the Interest Coverage Ratio, and compliance with covenants determined by reference to Consolidated First Lien Net Leverage Ratio Adjusted EBITDA or Total Assets (including any component definitions thereof), shall be calculated in the manner prescribed by this Section 14.131.10; provided that that, notwithstanding anything to the contrary herein, when calculating any such ratio for the purpose of the definition of Applicable Rate, any mandatory prepayment provision hereunder or compliance with Section 7.07, the events set forth in clauses (b), (c) or and (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 below that occurred subsequent to the end of the applicable Test Period (other than as specifically described in the definition of “Consolidated Adjusted EBITDA”) shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period. (b) For purposes of calculating any financial ratio or test (including the Total Leverage Ratio and the Consolidated First Lien Net Senior Secured Leverage Ratio, Specified the Total Net Leverage Ratio and, the Interest Coverage Ratio, and any Pro Forma Transactions (and the the), any incurrence or repayment of any Indebtedness in connection therewith), redemption, retirement, defeasance or extinguishment of Indebtedness or any issuance and/or offering of equity interest (including, in each case, by the Company), any investment (including any Investment) any Restricted Junior Payment, any acquisition and, any disposition (including any Disposition or Asset Sale) or any Limited Condition Transaction, or any business combination or similar transaction, or any Reorganization, in each case, that have been made consummated (ii)(i) during the applicable period of four (4) consecutive Fiscal Quarters for which such financial ratio is being determined (the “Test Period and Period”) or (ii) or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made made, shall be calculated on a pro forma formaform basis assuming that all such Specified Transactions Pro Forma Transactionsevents (and any increase or decrease decreasedecreased in Consolidated Adjusted EBITDA and the component financial financialfinancials definitions used therein attributable to any Specified TransactionPro Forma Transactionsuch event) 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 Parent Borrower 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 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Pro Forma Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Responsible Officer of the Parent Borrower to Company and may include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of synergies and cost savings, operating expense reductions and synergies that have been realized savings projected by the Company from actions taken or are expected to be realized within 12 months after taken during the closing 12-month period following the date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Pro Forma Transaction, net of the amount of actual benefits theretofore realized during such period from such actions; provided that (i) such amounts are reasonably identifiable, quantifiable and factually supportable in the good faith judgment of the Company, (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing 95 Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period and (iii) the aggregate amount of cost savings, operating expense reductions savings and synergies included in added pursuant to this clause (c) for any such calculations for the Safeway Acquisition period, together with any addback to Consolidated Adjusted EBITDA pursuant to paragraph (f) thereof, during any such period, shall not exceed $285,000,000 15% of Consolidated Adjusted EBITDA for the 12 month period following the Escrow Release Date. such period, calculated without giving effect to any adjustment pursuant to this clause (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guaranteesc) or repays paragraph (including by redemption, repayment, retirement or extinguishmentf) any Indebtedness included in the calculations of the Total Leverage Ratio and the definition of Consolidated First Lien Net Leverage Ratio, as the case may be Adjusted EBITDA. Nothing in this clause (in each case, other than Indebtedness incurred or repaid under c) shall limit any revolving credit facility in the ordinary course of business for working capital purposes), adjustment to Consolidated Adjusted EBITDA permitted pursuant to clause (iy) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior proviso to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day paragraph (f) of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer definition of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designateConsolidated Adjusted EBITDA. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests,(a) including the Total Leverage Consolidated Cash Interest Coverage Ratio and the Consolidated First Lien Total Net Leverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated (whether or not the applicable provision references that such calculation is to be done on a “Pro Forma Basis” or giving “Pro Forma Effect” or any other similar phrase) in the manner prescribed by this Section 14.131.07; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.13herein, when calculating (A) any such ratio for the Consolidated First Lien Net Leverage Ratio for purposes purpose of the definition of Applicable ECF Percentage of Excess Cash FlowPercentage, any mandatory prepayment provision hereunder or compliance with Section 8.11, the events described set forth in this Section 14.13 Sections 1.07(b), 1.07(c), 1.07(d) and 1.07(e) below that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. effect and (B) any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower) (it being understood that for purposes of determining pro forma compliance with Section 8.11, if no Test Period with an applicable level cited in Section 8.11 has passed, the applicable level shall be the level for the first Test Period cited in Section 8.11 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial ratio or test for purposes of (i) the definition of “Applicable Percentage” and (ii) Section 8.11 (other than for the purpose of determining Pro Forma Compliance with Section 8.11), each of which shall be based on the financial statements delivered pursuant to Section 7.01(a) or (b) for which a Compliance Certificate has been delivered pursuant to Section 7.02(a), as applicable, for the relevant Test Period. For purposes of calculating the any financial ratio or test or compliance with(b) any covenant determined by reference to Consolidated EBITDA or Total Leverage Ratio and the Consolidated First Lien Net Leverage RatioAssets, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made consummated (i) during the applicable Test Period and or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made made, in either case, shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA Consolidated EBITDA, Total Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or in the case of Total Assets, on the last 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 Parent Borrower 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 14.131.07, then the such financial ratio or test (or Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) 1.07. [Credit Agreement] Whenever pro forma effect is to be given to a Specified Transaction, the the(c) pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and may include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions and synergies resulting from or relating to any Specified Transaction which is being given pro forma effect that have been realized or are expected to be realized within 12 months after and for which the closing date actions necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of such Specified Transaction the Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to such Specified Transaction, be taken or with respect to which substantial steps have been taken or are expected to be taken net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of any financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Specified Transaction is given pro forma effect) and during any applicable subsequent Test Period in which the effects thereof are expected to be realized) relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the aggregate amount good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided further, that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies included pursuant to this Section 1.07(c) shall be subject to the limitations set forth in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for final proviso of clause (vii) of the 12 month period following the Escrow Release Date. (d) definition of Consolidated EBITDA. In the event that the Parent Borrower or any Restricted Subsidiary incurs incurs(d) (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Cash Interest Coverage Ratio, the Consolidated Total Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, or any other than Indebtedness incurred financial ratio or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) test 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 or test is made, then the Total Leverage Ratio and Consolidated Cash Interest Coverage Ratio, the Consolidated First Lien Total Net Leverage Ratio or other financial ratio or test, as applicable, shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Cash Interest Coverage Ratio or other similar interest or fixed charge test or ratio, in which case such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment will be given effect as if the same had occurred on the first day of the applicable Test Period); provided that Indebtedness incurred, repaid or prepaid under any revolving credit facility shall be excluded from the application of this clause (d) unless such incurrence, repayment or prepayment (a) shall be in connection, or substantially concurrent, with a Specified Transaction or (b) in the case of a repayment or prepayment, such Indebtedness has been permanently repaid and not replaced. [Credit Agreement] Notwithstanding anything to the contrary herein, with respect to any(e) amounts incurred or transactions entered into (or consummated) in reliance on a provision of any Section in Article VIII of this Agreement (which, for purposes of Section 8.03 of this Agreement, shall be deemed to include Section 2.18 through Section 2.20 of this Agreement) that does not require compliance with a financial ratio or test (including, without limitation, the Consolidated Total Net Leverage Ratio and/or the Consolidated Cash Interest Coverage Ratio) (any such amounts, the “Fixed Amounts”, including, for the avoidance of doubt, any grower component based on Consolidated EBITDA) substantially concurrently with any amounts incurred or transactions, in each case, entered into (or consummated) in reliance on a provision of such Section of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (x) any Fixed Amount (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount in connection with such substantially concurrent incurrence and (y) thereafter, the incurrence of the portion of any such amount under the Fixed Amount shall be included in the calculation of Incurrence-Based Amounts. In connection with any action being taken solely in connection with a(f) Limited Condition Transaction, for purposes of: determining compliance with any provision of this Agreement(i) (other than the Financial Covenants) which is subject to a default or event of default qualifier (including any representation and warranty related thereto) or which requires the calculation of any financial ratio or test, including the Consolidated Total Net Leverage Ratio and Consolidated Cash Interest Coverage Ratio; or testing availability under baskets set forth in this Agreement(ii) (including baskets measured as a percentage of Consolidated EBITDA, Total Assets and baskets subject to Default and Event of Default conditions); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder (or any such representation, warranty, requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default) shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT 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 Test Period ending prior to the LCT Test Date, the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related representations, warranties, requirements and conditions), such ratio, test or basket (and any related representations, warranties, requirements and conditions) shall be deemed to have been complied with (or satisfied). For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests, baskets or [Credit Agreement] requirements or conditions for which compliance was determined or tested as of the LCT Test Date are exceeded (or not satisfied) as a result of fluctuations in any such ratio, test or basket (or due to other intervening events in the case of other requirements or conditions), including due to fluctuations in Consolidated EBITDA or 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, tests, ratios or requirements or conditions will not be deemed to have been exceeded (or not satisfied) as a result of such fluctuations (or intervening events). If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any 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 hereunder, 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 the designation of an Unrestricted Subsidiary (a “Subsequent Transaction”) following the relevant LCT 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 or irrevocable notice for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied 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. If any Indebtedness bears a floating rate of interest and is being given pro(g) forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Cash Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness); 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. Interest on a Capital Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer Responsible Officer of the Parent Borrower to be the rate of interest implicit in such Capital Capitalized Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to . Timing of Payment and Performance. When the contrary in this Agreement, for purposes payment of (i) determining compliance with this Agreement which requires anySection 1.08. obligation or the calculation performance of any ratio (including the EBITDA component of any such ratio)covenant, (ii) determining compliance with representations, warranties, Defaults duty or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted obligation is stated to be acquired by this Agreement, in each case whose consummation due or performance required on a day which is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”)Business Day, the date of determination such payment (other than as described in the definition of whether any “Interest Period”) or performance shall extend to the immediately succeeding Business Day and such action is permitted hereunder, extension shall be deemed reflected in the computation of interest or fees, as the case may be. Currency Generally. For purposes of determining compliance withSection 1.09. Sections 8.01, 8.02, 8.03 and 8.06 with respect to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence amount of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.Investment in a [Credit Agreement]

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.13; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower BorrowerHoldings 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 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower BorrowerHoldings to the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower BorrowerHoldings or any of its Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital CapitalFinance Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital CapitalFinance Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as Holdings, the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s Borrower’sHoldings (Holdings’ election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio and the Consolidated First Lien Net Senior Secured Leverage Ratio shall be calculated in the manner prescribed by this Section 14.131.07; provided that notwithstanding anything to when calculating any such ratio for the contrary purpose of (i) the definition of Applicable Margin or Applicable Percentage, (ii) any mandatory prepayment provision under Section 2.10(b) or (iii) actual compliance with the Financial Covenant, the events set forth in clauses clause (b), (c) or and (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 below that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Senior Secured Leverage Ratio, all Specified Transactions (and the incurrence or repayment of any Indebtedness and the granting or terminating of any Liens in connection therewith) that have been made consummated (i) during the applicable period of four consecutive fiscal quarters for which such financial ratio is being determined (the “Test Period and Period”) or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of 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 Parent Borrower 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 14.13, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 14.13. (c) Whenever If pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer Financial Officer of the Parent Borrower to the extent consistent with and include only those adjustments that would be permitted or required by Regulation S-X or of the federal securities laws together with those adjustments that (i) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (ii) are otherwise (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be made, (B) expected to have a continuing impact on the Borrower and its Subsidiaries, (C) factually supportable and reasonably identifiable and factually supportable(D) based on reasonably detailed written assumptions. For the avoidance of doubt, including the amount of cost savings, operating expense reductions and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a all pro forma basis as though such cost savingsadjustments shall be consistent with, operating expense reductions and synergies had been realized on subject to, the caps and limits set forth in the applicable definitions herein. To the extent compliance with the Financial Covenant is being tested prior to the first day test date under the Financial Covenant, in order to determine permissibility of any action by the Borrower or its Subsidiaries, such period as if compliance shall be tested against the applicable ratio for such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Datefirst test date. (d) In the event that the Parent Borrower or any Restricted Subsidiary of its Subsidiaries incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculations calculation of the Total Leverage Ratio and or the Consolidated First Lien Net Senior Secured Leverage Ratio, as the case may be Ratio (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course Ordinary Course of business Business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and and/or the Consolidated First Lien Net Senior Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything For purposes of determining whether any action is otherwise permitted to be taken hereunder, each of the contrary hereinGuaranteed Net Leverage Ratio, the Total Senior Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in as follows: (a) In the manner prescribed by this Section 14.13; provided event that notwithstanding anything to the contrary in clauses Borrower or any Restricted Subsidiary (b)i) incurs, (c) redeems, retires or extinguishes any Indebtedness or (dii) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred issues or redeems Disqualified Stock or Preferred Stock subsequent to the end commencement of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to period for which such Test Period and ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made (a “Ratio Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the relevant Ratio Calculation Date, and other operational changes that the Borrower or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Specified Transactions (Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) other operational changes had occurred on the first day of the applicable Test Periodfour-quarter reference period. If since the beginning of any applicable Test Period such period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated merged with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this Section 14.13definition, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such ratio shall be calculated to give giving pro forma effect thereto in accordance with this Section 14.13for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period. (c) Whenever For purposes of this Section 1.09, whenever pro forma effect is to be given to a Specified Transactionany Investment, Acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower as set forth in an Officer’s Certificate, to reflect (i) operating expense reductions and other operating improvements or synergies reasonably expected to be realizable from any acquisition, disposition, amalgamation, merger or operational change (including, to the extent consistent applicable, from the Transactions) and (ii) all adjustments of the nature used in connection with Regulation Sthe calculation of “EBITDA” as set forth in footnote (3) to the “Summary Historical and Pro Forma Financial Data” under “Offering Circular Summary” in the offering circular for the New Senior Notes to the extent such adjustments, without duplication, continue to be applicable to such four-X quarter period; provided that such operating expense reductions and other operating improvements or synergies are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions supportable and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously otherwise comply with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets limitations set forth in this Agreement (including baskets measured as a percentage the definition of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition AcquisitionEBITDA”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total First Lien Net Leverage Ratio, Interest Coverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 14.131.4; provided that notwithstanding anything to the contrary in clauses (bSection 1.4(b), (c) or (d) of this Section 14.13), when (i) calculating the Consolidated First Lien Total Net Leverage Ratio for purposes of (A) the definition of “Applicable Margin” and the Pricing Grid and (B) determining actual compliance (and not compliance on a pro forma basis) with any covenant pursuant to Section 8.1 and (ii) calculating the Consolidated Total Net Leverage Ratio for purposes of the Applicable definition of “ECF Percentage of Excess Cash FlowPercentage”, the events described in this Section 14.13 1.4 that occurred subsequent to the end of the applicable Test Reference Period shall not be given pro forma effecteffect and shall be calculated at the last day of such fiscal year or fiscal quarter, as the case may be. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Reference Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Reference Period for which financial statements of the Borrower have been delivered pursuant to Section 7.1(a) or (b), as applicable (or, if prior to the date of delivery of the first financial statements delivered pursuant to Section 7.1, the most recent financial statements referred to in Section 5.1). (b) For purposes of calculating any financial ratio or test, the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions or any Significant Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to Section 1.4(d)) that have been made (i) during the applicable Test Reference Period and (ii) if applicable as described in Section 1.4(a), subsequent to such Test Reference Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that the Transactions or all such Specified Transactions Significant Transactions, as applicable (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to the Transactions or any Specified Significant Transaction, as applicable) had occurred on the first day (or, in case of the determination of Consolidated Total Tangible Assets, the last day) of the applicable Test Reference Period. If since the beginning of any applicable Test Reference Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Reference Period shall have made any Specified Significant Transaction that would have required adjustment pursuant to this Section 14.131.4, then the such financial ratio or test (or Consolidated Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Tangible Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.131.4. (c) Whenever pro forma effect is to be given to a Specified the Transactions or any Significant Transaction, the calculations made on a pro forma calculations basis shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to and include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions reductions, other operating improvements and synergies that have been realized or are expected projected by the Borrower in good faith to be realized within 12 months after as a result of the closing date of such Specified Transactions or any Significant Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each casereductions, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period operating improvements and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition Acquisition”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.synergies

Pro Forma Calculations. (a) Notwithstanding anything For purposes of determining whether any action is otherwise permitted to be taken hereunder, each of the contrary hereinGuaranteed Net Leverage Ratio, the Total Senior Secured Net Leverage Ratio and the Consolidated First Lien Total Net Leverage Ratio shall be calculated in as follows: (a) In the manner prescribed by this Section 14.13; provided event that notwithstanding anything to the contrary in clauses Borrower or any Restricted Subsidiary (b)i) incurs, (c) redeems, retires or extinguishes any Indebtedness or (dii) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio for purposes of the Applicable ECF Percentage of Excess Cash Flow, the events described in this Section 14.13 that occurred issues or redeems Disqualified Stock or Preferred Stock subsequent to the end commencement of the applicable Test Period shall not be given pro forma effect. (b) For purposes of calculating the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to period for which such Test Period and ratio is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made (a “Ratio Calculation Date”), then such ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. (b) For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the relevant Ratio Calculation Date, and other operational changes that the Borrower or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with such Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all -(65-) such Specified Transactions (Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) other operational changes had occurred on the first day of the applicable Test Periodfour-quarter reference period. If since the beginning of any applicable Test Period such period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated merged with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period period shall have made any Specified Transaction Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this Section 14.13definition, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio such ratio shall be calculated to give giving pro forma effect thereto in accordance with this Section 14.13for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period. (c) Whenever For purposes of this Section 1.09, whenever pro forma effect is to be given to a Specified Transactionany Investment, Acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Borrower as set forth in an Officer’s Certificate, to reflect (i) operating expense reductions and other operating improvements or synergies reasonably expected to be realizable from any acquisition, disposition, amalgamation, merger or operational change (including, to the extent consistent applicable, from the Transactions) and (ii) all adjustments of the nature used in connection with Regulation Sthe calculation of “EBITDA” as set forth in footnote (3) to the “Summary Historical and Pro Forma Financial Data” under “Offering Circular Summary” in the offering circular for the New Senior Notes to the extent such adjustments, without duplication, continue to be applicable to such four-X quarter period; provided that such operating expense reductions and other operating improvements or synergies are otherwise reasonably identifiable and factually supportable, including the amount of cost savings, operating expense reductions supportable and synergies that have been realized or are expected to be realized within 12 months after the closing date of such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that the aggregate amount of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously otherwise comply with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets limitations set forth in this Agreement (including baskets measured as a percentage the definition of Total Assets), in each case, in connection with an Acquisition (or similar Investment) of incurrence of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition AcquisitionEBITDA”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement, the Consolidated Total Net Leverage Ratio and Ratio, Total net Leverage Ratio, the Consolidated First Lien Net Leverage Ratio Ratio, the Consolidated Senior Secured Net Leverage Ratio, Interest Coverage Ratio, and Consolidated EBITDA and Total Assets shall be calculated on a pro forma basis to give effect to all Specified Transactions that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made in the manner prescribed by this Section 14.13; provided that notwithstanding anything 13.20. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the contrary in clauses (b), (c) or (d) of this Section 14.13, when calculating the Consolidated First Lien Net Leverage Ratio “Test Period” for purposes of the Applicable ECF Percentage of Excess Cash Flowcalculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the events described in this Section 14.13 that occurred subsequent to the end most recently ended Test Period for which internal financial statements of the applicable Test Period shall not be given pro forma effectCompany are available (as determined in good faith by the Company). (b) For purposes of calculating any financial ratio or test (including the Consolidated Total Net Leverage Ratio, the Total Net Leverage Ratio and Ratio, the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, Interest Coverage Ratio, and Consolidated EBITDA and Total Assets), Specified Transactions (and the with any incurrence or repayment of any Indebtedness in connection therewiththerewith to be subject to Section 13.20(d)) that have been made (i) during the applicable Test Period and (ii) if applicable as described in Section 13.20(a), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day (or, in case of the determination of Total Assets, the last 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 Parent Borrower 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 14.1313.20, then the such financial ratio or test (and Consolidated EBITDA and Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 14.1313.20. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower to Company and include, for the extent consistent with Regulation S-X or are otherwise reasonably identifiable and factually supportableavoidance of doubt, including the amount of “run-rate” cost savings, operating expense reductions and synergies that have been projected by the Company in good faith to be realized as a result of specified actions taken or are expected to be realized within 12 months after the closing date of such Specified Transaction taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to such Specified Transaction, be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (i) such amounts are (A) reasonably supportable and quantifiable in the aggregate amount good faith judgment of the Company, (B) reasonably anticipated to be realized not later than 18 months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant to this Section 13.20 to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as a result of cost savings, operating expense reductions and synergies included in such calculations for the Safeway Acquisition pursuant to this Section 13.20 shall not exceed $285,000,000 for the 12 month period following the Escrow Release Date. (d) In the event that the Parent Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period and (ii) subsequent subject to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. Interest on a Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent Borrower to be the rate of interest implicit in such Capital Lease in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent Borrower or Restricted Subsidiary may designate. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with this Agreement which requires the calculation of any ratio (including the EBITDA component of any such ratio), (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under the baskets limitations set forth in this Agreement clause (including baskets measured as a percentage of Total Assets), in each case, in connection with an Acquisition (or similar Investmentvii) of incurrence the definition of any Indebtedness (including Incremental Term Loans and Incremental Equivalent Debt) by one or more of Holdings and its Restricted Subsidiaries of any assets, business or person permitted to be acquired by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining third party financing (any such acquisition, a “Limited Condition AcquisitionConsolidated EBITDA.”), at the option of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings 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. If Holdings has made an LCA Election, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated and (ii) the date the definitive agreement for such Limited Condition Acquisition expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.