Common use of Pro Forma and Other Calculations Clause in Contracts

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.12; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.12, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin,” and (ii) Sections 5.2(a)(i) and 5.2(a)(ii), the events described in this Section 1.12 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. 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 for which Section 9.1 Financials have been delivered.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated EBITDA)tests, including the Consolidated EBITDA to Consolidated Interest Expense Senior Net Leverage Ratio, Consolidated First Lien Debt to Consolidated EBITDA the Secured Net Leverage Ratio, the Consolidated Secured Debt to Consolidated EBITDA Net Leverage Ratio and Consolidated Total Debt to Consolidated EBITDA the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.121.07; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.121.07, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Senior Net Leverage Ratio for purposes of (i) the definition of “Applicable MarginRate,” and (ii) Sections 5.2(a)(i) and 5.2(a)(iiSection 2.03(b)(i), the events described in this Section 1.12 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, provided however that for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full 2.03(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 2.03(b)(i) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the date of the applicable payment to be made time such prepayment pursuant to such Section 5.2(a)(ii2.03(b)(i) assuming such voluntary prepayments had been made on the last day of such fiscal yearis due but shall not be given pro forma effect thereafter. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliancebasis, 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 for which Section 9.1 Financials have been deliveredinternal financial statements of the Borrower are available (as determined in good faith by the Borrower).

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.12; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.12, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin,” and (ii) Sections Section 5.2(a)(i) and Section 5.2(a)(ii), the events described in this Section 1.12 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. 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 for which Section 9.1 Financials have been delivered.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated Total Assets, Consolidated Cash EBITDA, Liquidity or Consolidated EBITDA and the Total Net Leverage Ratio, the Total Net Cash Leverage Ratio, the Contract Asset Balance Coverage Ratio or the LTV Ratio), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.121.11; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (ed) of this Section 1.121.11, (I) when calculating the Consolidated First Lien Debt to Consolidated EBITDA Total Net Leverage Ratio for purposes of, as applicable, (i) [reserved], (ii) [reserved] and (iii) Section 6.13 and (II) when calculating the Total Net Cash Leverage Ratio for purposes of (i) the definition of “Applicable Margin,” and (ii) Sections 5.2(a)(i) and 5.2(a)(iiSection 2.11(d), in each case, the events described in this Section 1.12 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that for purposes of any determination under calculating the proviso to Section 5.2(a)(ii)ECF Percentage, Consolidated First Lien Total Net Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) Permitted ECF Recalculation Considerations assuming such voluntary prepayments had been made on the last day of such fiscal year. 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 Test Period most recently ended Test Period for which Section 9.1 Financials financial statements have been delivered(or were required to have been) delivered pursuant to Section 5.01(a) or (b).

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense First Lien Leverage Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Senior Secured Debt to Consolidated EBITDA Leverage Ratio and Consolidated Total Debt to Consolidated EBITDA Leverage Ratio shall be calculated in the manner prescribed by this Section 1.121.07; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.121.07, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Leverage Ratio and Total Leverage Ratio, as applicable, for purposes of (i) the definition of “Applicable Margin,” and (ii) Sections 5.2(a)(iSection 2.12(c) and 5.2(a)(iiSection 2.12(d), the events described in this Section 1.12 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that for purposes of any determination under the proviso to Section 5.2(a)(ii2.12(d), Consolidated the First Lien Debt Leverage Ratio shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 2.12 after the end of the Borrower’s Holdings’ most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii2.12(d) assuming such voluntary prepayments had been made on the last day of such fiscal year. 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 for which Section 9.1 5.04 Financials have been delivered.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated EBITDA)tests, including the Consolidated EBITDA to Consolidated Interest Expense First Lien Net Leverage Ratio, the Consolidated First Lien Debt Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, and Interest Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated or Total Debt to Consolidated EBITDA Ratio Assets shall be calculated in the manner prescribed by this Section 1.121.11; provided thatprovided, that notwithstanding anything to the contrary in clauses (b), (c), ) (d) or (e) of this Section 1.121.11, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Net Leverage Ratio for purposes of (i) the definition of “Applicable Margin,” and (ii) Sections 5.2(a)(iRate”, for purposes of Section 2.06(b)(i) and 5.2(a)(iiSection 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11), the events described in this Section 1.12 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliancebasis, 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 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 9.1 Financials have been delivered7.11, 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 purposes of determining pro forma compliance with the Financial Covenant at a time when a Compliance Event has not occurred or is continuing, such determination shall be made as though the Financial Covenant is in effect at the relevant time.

Pro Forma and Other Calculations. (a1) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated EBITDA)tests, including the Consolidated EBITDA to Consolidated Interest Expense First Lien Net Leverage Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA the Total Net Leverage Ratio and Consolidated Total Debt to Consolidated EBITDA the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.121.07; provided that, that notwithstanding anything to the contrary in clauses (b2), (c3), (d4), (5) or (e7) of this Section 1.121.07, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Net Leverage Ratio for purposes of (ia) the definition of “Applicable MarginRate,” (b) Section 2.05(2)(a) and (iic) Sections 5.2(a)(i) and 5.2(a)(iithe Financial Covenant (other than for the purpose of determining pro forma compliance with the Financial Covenant), the events described in this Section 1.12 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full 2.05(1) 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 2.05(2)(a) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the date of the applicable payment to be made time such prepayment pursuant to such Section 5.2(a)(ii2.05(2)(a) assuming such voluntary prepayments had been made on the last day of such fiscal yearis due but shall not be given pro forma effect thereafter. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliancebasis, 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 for which Section 9.1 Financials have been deliveredinternal 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 the Financial Covenant, if no Test Period with an applicable level cited in the Financial Covenant has passed, the applicable level shall be the level for the first Test Period cited in the Financial Covenant with an indicated level).

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated EBITDA)tests, including the Consolidated EBITDA to Consolidated Interest Expense Secured Net Leverage Ratio, the Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Net Leverage Ratio and Consolidated Total Debt to Consolidated EBITDA the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.121.07; provided that, notwithstanding not-withstandingnotwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.121.07, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Secured Net Leverage Ratio for purposes of (i) the definition of “Applicable Margin,” and (ii) Sections 5.2(a)(i) and 5.2(a)(iiSection 2.03(b)(i), the events described in this Section 1.12 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, provided however that for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full 2.03(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 2.03(b)(i) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the date of the applicable payment to be made time such prepayment pursuant to such Section 5.2(a)(ii2.03(b)(i) assuming such voluntary prepayments had been made on the last day of such fiscal yearis due but shall not be given pro forma effect thereafter. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliancebasis, 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 for which Section 9.1 Financials have been deliveredinternal financial statements of Holdings are available (as determined in good faith by the Borrower Representative).

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.12; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.12, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin,” and (ii) Sections Section 5.2(a)(i) and Section 5.2(a)(ii), the events described in this Section 1.12 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that for purposes of any determination under the proviso to Section 5.2(a)(ii‎5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 ‎5.1 after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii‎5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. 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 for which Section 9.1 ‎9.1 Financials have been delivered.

Pro Forma and Other Calculations. (a1) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated EBITDA)tests, including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Senior Secured Debt to Consolidated EBITDA Net Leverage Ratio and Consolidated Total Debt to Consolidated EBITDA the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.121.07; provided that, that notwithstanding anything to the contrary in clauses (b2), (c3), (d4) or (e5) of this Section 1.121.07, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Fixed Charge Coverage Ratio for purposes of the Financial Covenant (i) other than for the definition purpose of “Applicable Margin,” and (ii) Sections 5.2(a)(i) and 5.2(a)(iidetermining pro forma compliance with the Financial Covenant), the events described in this Section 1.12 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliancebasis, 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 for which Section 9.1 Financials internal financial statements of the Borrower are available (as determined in good faith by the Borrower) (it being understood that for purposes of determining actual compliance (and not pro forma compliance) with the Financial Covenant, the reference to “Test Period” 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.or are required to be delivered pursuant to Section 6.01(1) or (2)). (2) For purposes of calculating any financial ratio or test (or Consolidated EBITDA or Total Assets), Specified Transactions (and, subject to clause (4) below, the incurrence or repayment of any Indebtedness in connection therewith) that have been made (a) during the applicable Test Period or (b) 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 the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) 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 Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.07, then such financial ratio or test (or Consolidated EBITDA or Total Assets) shall be calculated to give pro forma effect for such Test 106 US-DOCS\124480978.17139630401.7

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated Total Assets or Consolidated EBITDA), including the Interest Coverage Ratio, Consolidated EBITDA to Consolidated Interest Expense First Xxxx Xxxxx Leverage Ratio, Consolidated First Lien Debt to Consolidated EBITDA Net Leverage Ratio, Consolidated Secured Debt to Consolidated EBITDA Gross Leverage Ratio and Consolidated Total Debt to Consolidated EBITDA Gross Leverage Ratio shall be calculated in the manner prescribed by this Section 1.121.11; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.121.11, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Xxxx Xxxxx Leverage Ratio for purposes of (i) the definition of “Applicable MarginRate,” and (ii) Sections 5.2(a)(i) and 5.2(a)(ii)Section 2.11, the events described in this Section 1.12 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that for purposes of any determination under the proviso to Section 5.2(a)(ii2.11(b), Consolidated First Xxxx Xxxxx Debt and Consolidated First Lien Debt Net Debt, as applicable, shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 2.11(a) after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii2.11(b) assuming such voluntary prepayments had been made on the last day of such fiscal year. 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 for which Section 9.1 5.01 Financials have been delivered. For purposes of calculating Interest Coverage Ratio, Consolidated First Xxxx Xxxxx Leverage ratio, Consolidated Secured Gross Leverage Ratio and Consolidated Total Gross Leverage Ratio in connection with an Incurrence of Indebtedness for purposes of Section 2.20 and Sections 6.01(j), (k), (s) and (u), all commitments with respect to such Indebtedness so Incurred shall be deemed fully drawn with respect to such Indebtedness Incurred in reliance upon such ratios (but not, for the avoidance of doubt, with respect to any Indebtedness Incurred prior to such applicable Incurrence).

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated EBITDA)tests, including the Consolidated EBITDA to Consolidated Interest Expense First Lien Net Leverage Ratio, Consolidated First Lien Debt to Consolidated EBITDA the Secured Net Leverage Ratio, the Consolidated Secured Debt to Consolidated EBITDA Net Leverage Ratio and Consolidated Total Debt to Consolidated EBITDA the Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.121.07; provided that, notwithstanding not-withstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.121.07, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Net Leverage Ratio for purposes of (i) the definition of “Applicable MarginRate,” and (ii) Sections 5.2(a)(iSection 2.05(b)(i) and 5.2(a)(ii(iii) the Financial Covenant (other than for the purpose of determining pro forma compliance with the Financial Covenant), the events described in this Section 1.12 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, provided however that for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full 2.05(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 2.05(b)(i) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the date of the applicable payment to be made time such prepayment pursuant to such Section 5.2(a)(ii2.05(b)(i) assuming such voluntary prepayments had been made on the last day of such fiscal yearis due but shall not be given pro forma effect thereafter. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliancebasis, 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 for which Section 9.1 Financials have been deliveredinternal financial statements of Holdings are available (as determined in good faith by the Borrower Representative) (it being understood that for purposes of determining pro forma compliance with the Financial Covenant, if no Test Period with an applicable level cited in the Financial Covenant has passed, the applicable level shall be the level for the first Test Period cited in the Financial Covenant with an indicated level).

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated Total Assets, Consolidated Cash EBITDA, Liquidity or Consolidated EBITDA and the Total Net Leverage Ratio, the Total Net Cash Leverage Ratio, the Contract Asset Balance Coverage Ratio or the LTV Ratio), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.121.11; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (ed) of this Section 1.121.11, (I) when calculating the Consolidated First Lien Debt to Consolidated EBITDA Total Net Leverage Ratio for purposes of, as applicable, (i) [reserved], (ii) [reserved] and (iii) Section 6.13 and (II) when calculating the Total Net Cash Leverage Ratio for purposes of (i) the definition of “Applicable Margin,” and (ii) Sections 5.2(a)(i) and 5.2(a)(iiSection 2.11(d), in each case, the events described in this Section 1.12 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that for purposes of any determination under calculating the proviso to Section 5.2(a)(ii)ECF Percentage, Consolidated First Lien Total Net Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) Permitted ECF Recalculation Considerations assuming such voluntary prepayments had been made on the last day of such fiscal year. 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 Test Period most recently ended for which financial statements have been (or were required to have been) delivered pursuant to Section 5.01(a) or (b). (b) For purposes of calculating any financial ratio or test (including Consolidated Total Assets, Consolidated Cash EBITDA or Consolidated EBITDA), Specified Transactions (with any incurrence or Refinancing of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.11) that have been made (i) during the applicable Test Period for which Section 9.1 Financials have been delivered.or (ii) subsequent to such Test 87 US-DOCS\115047431.4127573765.6

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated EBITDA)tests, including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.121.6; provided thatprovided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.121.6, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio and the Fixed Charge Coverage Ratio, each as applicable, for purposes of Section 7 (iother than for the purpose of determining pro forma compliance with Section 7) the definition of “Applicable Margin,” and (ii) Sections 5.2(a)(i) and 5.2(a)(ii), the events described in this Section 1.12 1.6 that occurred subsequent to the end of the applicable Test Period period shall not be given pro forma effect; provided, however, that for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliancebasis, the reference to “Test Periodfour consecutive fiscal quarters” 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 four consecutive fiscal quarters for which Agent has received or is required to have received financial statements (it being understood that for purposes of determining pro 14 forma compliance with Section 9.1 Financials 7, if no four consecutive fiscal quarters with an applicable level cited in Section 7 has passed, the applicable level shall be the level for the four consecutive fiscal quarters cited in such section with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating Consolidated EBITDA, the Fixed Charge Coverage Ratio, as applicable, for purposes of Section 7 (other than for the purpose of determining pro forma compliance with such Section to the extent referenced in such Section or another Section), each of which shall be based on the financial statements delivered to Agent pursuant to Section 5.1, as applicable, for the relevant period. (b) For purposes of calculating any financial ratio or test, Specified Transactions (including, with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.6) that have been deliveredmade (i) during the applicable period or (ii) if applicable as described in clause (a) above, subsequent to such 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 period. If, since the beginning of any applicable period, any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into the Parent or any of its Subsidiaries since the beginning of such period as a result of a Specified Transaction that would have required adjustment pursuant to this Section 1.6, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 1.6. (c) Whenever pro forma effect is to be given to any Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent, and any adjustments that would be required to be included in a Registration Statement on Form S-1 in accordance with Article 11 of Regulation S-X promulgated under the Securities Act; provided, however, that, without the prior written consent of the Agent, no such pro forma calculations shall include any cost savings, operating expense reductions, synergies or other similar items. (d) In the event that (x) Parent or any Subsidiary of Parent incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and not replaced), or (y) Parent or any Subsidiary of Parent issues, repurchases or redeems Disqualified Equity Interests, in each case, included in the calculations of any financial ratio or test, (i) during the applicable period or (ii) subsequent to the end of the applicable period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then 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 Equity Interests, in each case to the extent required, as if the same had occurred on the last day of the applicable period (except in the case of Consolidated EBITDA and the Fixed Charge Coverage Ratio (or similar ratio), in which case such incurrence, assumption, guarantee, redemption, repayment, retirement 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 15 period). Notwithstanding the foregoing or any other provision contained in the Loan Documents, with respect to the repayment or redemption of Indebtedness with the proceeds of an Excluded Issuance, such repayment or redemption shall be disregarded for all purposes under this Agreement, including the calculation of any financial covenants or ratios and, for the avoidance of doubt, Sections 7, until Parent has delivered the financial information required under Section 5.1 for the first full fiscal quarter of Parent ending after the fiscal quarter in which such repayment or redemption was made. (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 Consolidated EBITDA or the Fixed Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness permitted by this Agreement). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Parent to be the rate of interest implicit in such 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 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 or Subsidiary may designate. 3. Section 2.1 (Revolver Advances). Section 2.1(d) is hereby amended by (a) deleting the “and” in clause (iii) thereof, (b) deleting the “.” at the end of clause (iv) thereof and inserting the following: “and (v) reserves with respect to any Liens arising from any prejudgment attachments in respect of the Covered Claims as set forth in clause (bb) of the definition of Permitted Liens in Schedule 1.1 hereto.” 4. Section 2.4 (Payments; Reduction of Commitments; Prepayments). Section 2.4(e) is hereby amended by deleting“(ii) [Reserved]” and replacing it with the following: “(ii) Dispositions. Within 3 Business Days of the date of receipt by Parent or any of its Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by Parent or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (e), (i), (j), (l), (m) or (n) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions to the extent that the aggregate amount of Net Cash Proceeds received exceeds $2,500,000 in the aggregate during the term of this Agreement; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) Administrative Borrower shall have given Agent prior written notice of Borrowers' intention to apply such Net Cash Proceeds to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets (other than current assets) useful in the business of Parent or its Subsidiaries, (C) the Net Cash Proceeds of ABL 16 Priority Collateral (or upon payment in full of the Term Loan Debt and termination of the Term Loan Agreement, any Collateral) are held in a Deposit Account in which Agent has a perfected first-priority security interest (subject to Permitted Liens), and (D) Parent or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within one hundred and eighty (180) days after the initial receipt of such Net Cash Proceeds, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f). Nothing contained in this Section 2.4(e)(ii) shall permit Parent or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. (iii) Extraordinary Receipts. Within three (3) Business Days of the date of receipt by Parent or any of its Subsidiaries of any Extraordinary Receipts, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) Indebtedness and Equity Issuances . Within 3 Business Days of the date of incurrence or issuance by Parent or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness) or issuance of Equity Interests (other than Excluded Issuances), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such incurrence or issuance. The provisions of this Section 2.4(e)(iv) shall not be deemed to be implied consent to any such incurrence or issuance otherwise prohibited by the terms of this Agreement. (v)

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated Total Assets, Consolidated Cash EBITDA, Liquidity or Consolidated EBITDA and the Total Net Leverage Ratio, the Total Net Cash Leverage Ratio, the Contract Asset Balance Coverage Ratio or the LTV Ratio), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.121.11; provided that, notwithstanding anything to the contrary in clauses (ba), (c), (d) or (ed) of this Section 1.121.11, (i) when calculating the Consolidated First Lien Debt to Consolidated EBITDA Total Net Leverage Ratio for purposes of, as applicable, (A) [reserved], (B) [reserved] and (C) Section 6.13 and (ii) when calculating the Total Net Cash Leverage Ratio for purposes of (i) the definition of “Applicable Margin,” and (ii) Sections 5.2(a)(i) and 5.2(a)(iiSection 2.11(d), in each case, the events described in this Section 1.12 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that (i) for purposes of any determination under calculating the proviso to Section 5.2(a)(ii)ECF Percentage, Consolidated First Lien Total Net Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) Permitted ECF Recalculation Considerations assuming such voluntary prepayments had been made on the last day of such fiscal yearyear and (ii) in connection with the calculation of the Total Net Cash Leverage Ratio pursuant to Section 6.13, (A) Consolidated Total Net Debt for the Test Period ending on March 31, 2024 shall be calculated to give effect to the April TL Prepayment so long as such payment is actually made on or prior to April 12, 2024 and (B) Consolidated Total Net Debt for the Test Period ending on September 30, 2024 shall be calculated to give effect to the October TL Prepayment so long as such payment is actually made on or prior to October 15, 2024. 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 Test Period most recently ended for which financial statements have been (or were required to have been) delivered pursuant to Section 5.01(a) or (b). (b) For purposes of calculating any financial ratio or test (including Consolidated Total Assets, Consolidated Cash EBITDA or Consolidated EBITDA), Specified Transactions (with any incurrence or Refinancing of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.11) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which Section 9.1 Financials have been delivered.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, Consolidated Cash 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 or “unrestricted” cash and Cash Equivalents, 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

Pro Forma and Other Calculations. (a1) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated EBITDA)tests, including the Consolidated EBITDA to Consolidated Interest Expense First Lien Net Leverage Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated the Secured Debt to Consolidated EBITDA Net Leverage Ratio and Consolidated the Total Debt to Consolidated EBITDA Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.121.07; provided that, that notwithstanding anything to the contrary in clauses (b2), (c3), (d4) or (e5) of this Section 1.121.07, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Net Leverage Ratio for purposes of (ia) the definition of “Applicable Margin,” Rate”, (b) Section 2.05(2)(a) and (iic) Sections 5.2(a)(i) and 5.2(a)(iithe Financial Covenant (other than for the purpose of determining pro forma compliance with the Financial Covenant), the events described in this Section 1.12 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliancebasis, 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 for which Section 9.1 Financials financial statements of Holdings have been delivereddelivered pursuant to Section 6.01 (it being understood that for purposes of (x) determining pro forma compliance with the Financial Covenant, if no Test Period with an applicable level cited in the Financial Covenant has passed, the applicable level shall be the level for the first Test Period cited in the Financial Covenant with an indicated level and (y) determining actual compliance (and not pro forma compliance) with the Financial Covenant, the reference to “Test Period” 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 or are required to be delivered pursuant to Section 6.01(1) or (2)).

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.12; provided that, notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.12, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio for purposes of (i) the definition of “Applicable Margin,” and (ii) Sections 5.2(a)(i) and 5.2(a)(ii), the events described in this Section 1.12 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. 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 for which Section 9.1 Financials have been delivered.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated EBITDA)tests, including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.121.6; provided thatprovided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.121.6, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Ratio and the Fixed Charge Coverage Ratio, each as applicable, for purposes of Section 7 (iother than for the purpose of determining pro forma compliance with Section 7) the definition of “Applicable Margin,” and (ii) Sections 5.2(a)(i) and 5.2(a)(ii), the events described in this Section 1.12 1.6 that occurred subsequent to the end of the applicable Test Period period shall not be given pro forma effect; provided, however, that for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliancebasis, the reference to “Test Periodfour consecutive fiscal quarters” 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 four consecutive fiscal quarters for which Agent has received or is required to have received financial statements (it being understood that for purposes of determining pro forma compliance with Section 9.1 Financials have been delivered7, if no four consecutive fiscal quarters with an applicable level cited in Section 7 has passed, the applicable level shall be the level for the four consecutive fiscal quarters cited in such section with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating Consolidated EBITDA, the Fixed Charge Coverage Ratio, as applicable, for purposes of Section 7 (other than for the purpose of determining pro forma compliance with such Section to the extent referenced in such Section or another Section), each of which shall be based on the financial statements delivered to Agent pursuant to Section 5.1, as applicable, for the relevant period.

Pro Forma and Other Calculations. (a1) Notwithstanding anything to the contrary herein, financial ratios and tests (including measurements of Consolidated EBITDA)tests, including the Consolidated EBITDA to Consolidated Interest Expense First Lien Net Leverage Ratio, Consolidated First Lien Debt to Consolidated EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA the Total Net Leverage Ratio and Consolidated Total Debt to Consolidated EBITDA the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.121.07; provided that, that notwithstanding anything to the contrary in clauses (b2), (c3), (d4), (5) or (e7) of this Section 1.121.07, when calculating the Consolidated First Lien Debt to Consolidated EBITDA Net Leverage Ratio for purposes of (ia) the definition of “Applicable MarginRate,” (b) Section 2.05(2)(a) and (iic) Sections 5.2(a)(i) and 5.2(a)(iithe Financial Covenant (other than for the purpose of determining pro forma compliance with the Financial Covenant), the events described in this Section 1.12 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that for purposes of any determination under the proviso to Section 5.2(a)(ii), Consolidated First Lien Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made pursuant to Section 5.1 after the end of the Borrower’s most recently ended full 2.05(1) 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 2.05(2)(a) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the date of the applicable payment to be made time such prepayment pursuant to such Section 5.2(a)(ii2.05(2)(a) assuming such voluntary prepayments had been made on the last day of such fiscal yearis due but shall not be given pro forma effect thereafter. In 80 addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliancebasis, 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 for which Section 9.1 Financials have been deliveredinternal 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 the Financial Covenant, if no Test Period with an applicable level cited in the Financial Covenant has passed, the applicable level shall be the level for the first Test Period cited in the Financial Covenant with an indicated level).