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 the Interest Coverage Ratio, the Senior Secured First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio and the determination of any basket or covenant based on Total Assets shall be calculated in the manner prescribed by this Section 1.08; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.08, when calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio and the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), the events described in this Section 1.08 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 or determination of Total Assets is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets 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 Parent Borrower are available (as determined in good faith by the Parent Borrower) (it being understood that for purposes of determining pro forma compliance with Section 7.13, if no Test Period with an applicable level cited in Section 7.13 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), 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.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Interest Coverage Ratio, the Senior Secured First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio and the determination of any basket or covenant based on Total Assets Consolidated EBITDA shall be calculated in the manner prescribed by this Section 1.08; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.08, when calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio and the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), the events described in this Section 1.08 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 or determination of Total Assets Consolidated EBITDA is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets Consolidated EBITDA 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 Parent Borrower are available (as determined in good faith by the Parent Borrower) (it being understood that for purposes of determining pro forma compliance with Section 7.13, if no Test Period with an applicable level cited in Section 7.13 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), 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.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, but subject to Section 1.11 and clauses (h) and (i) below, financial ratios ratios, calculations and teststests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets, Consolidated Net Income, Consolidated EBITDA, Fixed Charges and any Fixed Amount or Incurrence-Based Amount), including the Interest Coverage Consolidated EBITDA to Fixed Charges Ratio, the Senior Secured Consolidated First Lien Net Leverage Debt to Consolidated EBITDA Ratio, the Senior Consolidated Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Debt to Consolidated EBITDA Ratio and the determination of any basket or covenant based on Consolidated Total Assets Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.081.12; providedprovided that, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.081.12, when calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured Consolidated First Lien Net Leverage Debt to Consolidated EBITDA Ratio and the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, (ii) calculating the definition of “Applicable ECF Percentage” covenant in Section 10.10 and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.135.2(a)(ii), the events described in this Section 1.08 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 (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) Senior Secured Notes, secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness and secured Term Loan Exchange Notes (and any secured Permitted Refinancing Indebtedness in respect of any thereof) voluntarily prepaid, repurchased, defeased, acquired or redeemed, (B) the aggregate principal amount of Term Loans assigned to any Purchasing Borrower Party pursuant to Section 13.6(g), secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness and secured Term Loan Exchange Notes (and any secured Permitted Refinancing Indebtedness in respect of any thereof), in each such case assigned to any Purchasing Borrower Party (or any similar term as defined in the Senior Secured Notes Indenture or the documentation governing such secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or secured Term Loan Exchange Notes) pursuant to the Senior Secured Notes Indenture or the documentation governing such secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or secured Term Loan Exchange Notes (or, in each case, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans, such Senior Secured Notes, such Permitted Additional Debt, such secured Credit Agreement Refinancing Indebtedness or such secured Term Loan Exchange Notes, (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case of this clause (C), (x) except to the extent financed by the Incurrence of long term Indebtedness (including, for the avoidance of doubt, any such Indebtedness Incurred under a revolving credit facility Incurred as Permitted Additional Debt or otherwise Incurred under Section 2.14) by, or the issuance of Capital Stock by, or the making of capital contributions to, any member of the Restricted Group or using the proceeds of any Disposition outside the ordinary course of business and (y) 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 payment had been made on the last day of such fiscal year. In addition, whenever a financial ratio ratio, calculation or test or determination of Total Assets is to be calculated on a pro forma basisbasis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal Internal Financial Statements are available and may be determined with reference to the financial statements of a Parent Entity of the Borrower instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Capital Stock of the Borrower are available (as determined in good faith by the Parent Borrower) (it being understood that for purposes Board of determining pro forma compliance with Section 7.13, if no Test Period with an applicable level cited in Section 7.13 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 with an indicated level). For the avoidance of doubt, the provisions Directors or senior management of the foregoing sentence shall not apply for purposes of calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio Borrower (or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13any Parent Entity), 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.

Pro Forma and Other Calculations. (a1) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Interest Coverage Ratio, the Senior Secured First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio and the determination of any basket or covenant based on Total Assets Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.081.07; provided, provided that notwithstanding anything to the contrary in clauses (b2), (c3), (d4) or (e5) of this Section 1.08, 1.07 when calculating the Interest Coverage Ratio, the Senior Secured First Lien Net Leverage Ratio, the Total Senior Secured First Lien Net Leverage Ratio and the or Total Net Leverage Ratio, each as applicable, for purposes of (ia) the definition of “Applicable Rate”, ,” (iib) Section 2.05(2)(a) and (c) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 Financial Covenant (other than for the purpose of determining pro forma compliance with Section 7.13the Financial Covenant), the events described in this Section 1.08 1.07 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 2.05(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 time any mandatory prepayment pursuant to Section 2.05(2)(a) is due for purposes of calculating the First Lien Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any. In addition, whenever a financial ratio or test or determination of Total Assets is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets 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 Parent Borrower are available (as determined in good faith by the Parent Borrower) (it being understood that for purposes of (x) determining pro forma compliance with Section 7.13the Financial Covenant, if no Test Period with an applicable level cited in Section 7.13 the Financial Covenant has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 the Financial Covenant with an indicated level). For level and (y) determining actual compliance (and not pro forma compliance) with the avoidance of doubtFinancial Covenant, the provisions of the foregoing sentence reference to “Test Period” shall not apply for purposes of calculating the Interest Coverage Ratiobe deemed to be a reference to, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), each of which shall be based on on, the most recently ended Test Period for which financial statements have been or are required to be delivered pursuant to Section 6.01(a6.01(1) or (b2), as applicable, for the relevant Test Period).

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Interest Coverage Ratio, the Senior Secured First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, and the Fixed Charge Coverage Ratio and the determination of any basket or covenant based on Total Assets shall be calculated in the manner prescribed by this Section 1.08; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.08, when calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, Ratio and the Senior Secured First Lien Net Leverage Ratio and the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), the events described in this Section 1.08 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 or determination of Total Assets is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets 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 Parent Borrower are available (as determined in good faith by the Parent Borrower) (it being understood that for purposes of determining pro forma compliance with Section 7.137.13 (other than for purposes of Section 4.02(b)), if no Test Period with an applicable level cited in Section 7.13 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, Ratio or the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), 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.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios ratios, calculations and teststests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets or Consolidated EBITDA), including the Consolidated EBITDA to Consolidated Interest Coverage Expense Ratio, the Senior Secured Consolidated First Lien Net Leverage Debt to Consolidated EBITDA Ratio, the Senior Consolidated Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Debt to Consolidated EBITDA Ratio and the determination of any basket or covenant based on Consolidated Total Assets Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.081.11; providedprovided that, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.081.11, when calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured Consolidated First Lien Net Leverage Debt to Consolidated EBITDA Ratio and the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, (ii) calculating the definition of “Applicable ECF Percentage” covenant in Section 10.10 and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with 5.2(a)(i) and Section 7.135.2(a)(ii), the events described in this Section 1.08 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 (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) Second Lien Term Loans voluntarily prepaid pursuant to Section 5.1 of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof) and (3) secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness voluntarily prepaid, repurchased, defeased, acquired or redeemed, (B) the aggregate amount of cash consideration paid by any Purchasing Borrower Party (as defined in this Agreement or in the Second Lien Credit Agreement, as applicable) to effect any assignment to it of (1) Term Loans pursuant to Section 13.6(g) or (2) Second Lien Term Loans pursuant to Section 13.6(g) of the Second Lien Credit Agreement (or, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans or such Second Lien Term Loans (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case, 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 ratio, calculation or test or determination of Total Assets is to be calculated on a pro forma basisbasis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets 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 Parent Borrower Internal Financial Statements are available (as determined in good faith by the Parent Borrower) (it being understood that for purposes of determining pro forma compliance with Section 7.13, if no Test Period with an applicable level cited in Section 7.13 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), 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 Periodinternally available.

Pro Forma and Other Calculations. (a1) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Interest Coverage Ratio, the Senior Secured First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio and the determination of any basket or covenant based on Total Assets Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.081.07; provided, provided that notwithstanding anything to the contrary in clauses (b2), (c3), (d4) or (e5) of this Section 1.08, 1.07 when calculating the Interest Coverage Ratio, the Senior Secured First Lien Net Leverage Ratio, the Total Senior Secured First Lien Net Leverage Ratio and the or Total Net Leverage Ratio, each as applicable, for purposes of (ia) the definition of “Applicable Rate”, “ (iib) Section 2.05(2)(a) and (c) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 Financial Covenant (other than for the purpose of determining pro forma compliance with Section 7.13the Financial Covenant), the events described in this Section 1.08 1.07 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 2.05(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 time any mandatory prepayment pursuant to Section 2.05(2)(a) is due for purposes of calculating the First Lien Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any. In addition, whenever a financial ratio or test or determination of Total Assets is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets 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 Parent Borrower are available (as determined in good faith by the Parent Borrower) (it being understood that for purposes of (x) determining pro forma compliance with Section 7.13the Financial Covenant, if no Test Period with an applicable level cited in Section 7.13 the Financial Covenant has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 the Financial Covenant with an indicated level). For level and (y) determining actual compliance (and not pro forma compliance) with the avoidance of doubtFinancial Covenant, the provisions of the foregoing sentence reference to “Test Period” shall not apply for purposes of calculating the Interest Coverage Ratiobe deemed to be a reference to, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), each of which shall be based on on, the most recently ended Test Period for which financial statements have been or are required to be delivered pursuant to Section 6.01(a6.01(1) or (b2), as applicable, for the relevant Test Period).

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, but subject to Section 1.10, financial ratios and teststests (including measurements of Consolidated Total Assets or Consolidated EBITDA), including the Interest Consolidated Fixed Charge Coverage Ratio, the Senior Secured Consolidated First Lien Net Leverage Ratio, the Senior Consolidated Secured Net Leverage Ratio and Consolidated Total Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio and the determination of any basket or covenant based on Total Assets shall be calculated in the manner prescribed by this Section 1.081.11; providedprovided that, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.081.11, when calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured Consolidated First Lien Net Leverage Ratio and the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate,”, (ii) calculating the definition of “Applicable ECF Percentage” covenant in Section 6.11 and (iii) the Excess Cash Flow step-downs under Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.132.11(c), the events described in this Section 1.08 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 of the Consolidated First Lien Leverage Ratio for purposes of the Excess Cash Flow sweep levels under Section 2.11(c), Consolidated First Lien Debt shall be determined after giving pro forma effect to any (A) voluntary prepayments of Term Loans made pursuant to Section 2.11(a), (B) the Senior Secured Notes and other secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness constituting First Lien Obligations, in each case voluntarily prepaid, repurchased, defeased, acquired, redeemed or similarly paid, (C) the aggregate principal amount of Term Loans assigned to any Purchasing Borrower Party (or, if lower, the aggregate amount of cash consideration paid by any Purchasing Borrower Party) pursuant to Section 9.04(g), but only to the extent that such Term Loans have been cancelled and (D) the aggregate amount of all permanent reductions of Revolving Commitments, Extended Revolving Commitments, Incremental Revolving Commitments pursuant to Section 2.08(b) (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.20(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Commitments, Incremental Revolving Commitments and/or Extended Revolving Commitments), in each case, 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 2.11(c) assuming such prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio or test or determination of Total Assets is to be calculated on a pro forma basisbasis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets 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 Parent Borrower Internal Financial Statements are available (as determined in good faith by the Parent Borrower) (it being understood that for purposes of determining pro forma compliance with Section 7.13, if no Test Period with an applicable level cited in Section 7.13 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), 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 Periodavailable.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Interest Coverage Ratio, the Senior Secured Consolidated First Lien Net Leverage Ratio, Consolidated First Xxxx Xxxxx Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge and Interest Coverage Ratio and the determination of any basket compliance with covenants determined by reference to Consolidated EBITDA or covenant based on Total Assets shall be calculated in the manner prescribed by this Section 1.081.11; provided, that notwithstanding anything to the contrary in clauses (b), (c), ) (d) or (e) of this Section 1.081.11, when calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured Consolidated First Lien Net Leverage Ratio and the Total Net or Consolidated First Xxxx Xxxxx Leverage Ratio, each as applicable, Ratio for purposes of (i) the definition of “Applicable Rate”, (iifor purposes of Section 2.06(b)(i) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 7.11 (other than for the purpose of determining pro forma compliance with Section 7.137.11), the events described in this Section 1.08 1.11 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 or determination of Total Assets is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets 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 Parent Borrower are available (as determined in good faith by the Parent Borrower) (it being understood that for purposes of determining pro forma compliance with Section 7.137.11, if (i) no Test Period with an applicable level cited in Section 7.13 7.11 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 7.11 with an indicated level and (ii) all Test Periods with an applicable level cited in Section 7.11 have passed, the applicable level shall be the level for the last Test Period cited in Section 7.11 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13)the Financial Covenant at a time when a Compliance Event has not occurred or is continuing, each of which such determination shall be based on made as though the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for Financial Covenant is in effect at the relevant Test Periodtime.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, but subject to Section 1.11 and clauses (h) and (i) below, financial ratios ratios, calculations and teststests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets, Consolidated Net Income, Consolidated EBITDA, Fixed Charges and any Fixed Amount or Incurrence-Based Amount), including the Interest Coverage Consolidated EBITDA to Fixed Charges Ratio, the Senior Secured Consolidated First Lien Net Leverage Debt to Consolidated EBITDA Ratio, the Senior Consolidated Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Debt to Consolidated EBITDA Ratio and the determination of any basket or covenant based on Consolidated Total Assets Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.081.12; providedprovided that, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.081.12, when calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured Consolidated First Lien Net Leverage Debt to Consolidated EBITDA Ratio and the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, (ii) calculating the definition of “Applicable ECF Percentage” covenant in Section 10.10 and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.135.2(a)(ii), the events described in this Section 1.08 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 (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness and secured Term Loan Exchange Notes (and any secured Permitted Refinancing Indebtedness in respect of any thereof) voluntarily prepaid, repurchased, defeased, acquired or redeemed, (B) the aggregate principal amount of Term Loans assigned to any Purchasing Borrower Party pursuant to Section 13.6(g), secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness and secured Term Loan Exchange Notes (and any secured Permitted Refinancing Indebtedness in respect of any thereof), in each such case assigned to any Purchasing Borrower Party (or any similar term as defined in the documentation governing such secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or secured Term Loan Exchange Notes) pursuant to the documentation governing such secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or secured Term Loan Exchange Notes (or, in each case, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans, such Permitted Additional Debt, such secured Credit Agreement Refinancing Indebtedness or such secured Term Loan Exchange Notes, (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case of this clause (C), (x) except to the extent financed by the Incurrence of long term Indebtedness (including, for the avoidance of doubt, any such Indebtedness Incurred under a revolving credit facility Incurred as Permitted Additional Debt or otherwise Incurred under Section 2.14) by, or the issuance of Capital Stock by, or the making of capital contributions to, any member of the Restricted Group or using the proceeds of any Disposition outside the ordinary course of business and (y) 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 payment had been made on the last day of such fiscal year. In addition, whenever a financial ratio ratio, calculation or test or determination of Total Assets is to be calculated on a pro forma basisbasis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal Internal Financial Statements are available and may be determined with reference to the financial statements of a Parent Entity of the Borrower instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Capital Stock of the Borrower are available (as determined in good faith by the Board of Directors or senior management of the Borrower (or any Parent Borrower) (it being understood that for purposes of determining pro forma compliance with Section 7.13, if no Test Period with an applicable level cited in Section 7.13 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 with an indicated levelEntity)). (b) For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial ratio, calculation or test that is to be calculated on a pro forma basis (including measurements of baskets and other calculations on the Interest Coverage Ratiobasis of Consolidated Total Assets, Consolidated Net Income or Consolidated EBITDA, Fixed Charges or any Fixed Amount or Incurrence-Based Amount), the Senior Secured Net Leverage RatioTransactions, the Senior Secured First Lien Net Leverage Ratio Specified Transactions and/or Specified Restructurings (with any Incurrence or the Total Net Leverage Ratio, each as applicable, for purposes Refinancing of any Indebtedness in connection therewith to be subject to clause (id) the definition of “Applicable Rate”, (iithis Section 1.12) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), 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.that have -100- #95203802v2296160609v3 #96160609v5

Pro Forma and Other Calculations. (a1) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Interest Coverage Ratio, the Senior Secured First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio and the determination of any basket or covenant based on Total Assets Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.081.07; provided, provided that notwithstanding anything to the contrary in clauses (b2), (c3), (d4) or (e5) of this Section 1.08, 1.07 when calculating the Interest Coverage Ratio, the Senior Secured First Lien Net Leverage Ratio, the Total Senior Secured First Lien Net Leverage Ratio and the or Total Net Leverage Ratio, each as applicable, for purposes of (ia) the definition of “Applicable Rate”, ,” (iib) Section 2.05(2)(a) and (c) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 Financial Covenant (other than for the purpose of determining pro forma compliance with Section 7.13the Financial Covenant), the events described in this Section 1.08 1.07 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 2.05(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 time any mandatory prepayment pursuant to Section 2.05(2)(a) is due for purposes of calculating the First Lien Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any. In addition, whenever a financial ratio or test or determination of Total Assets is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets 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 Parent Borrower are available (as determined in good faith by the Parent Borrower) (it being understood that for purposes of (x) determining pro forma compliance with Section 7.13the Financial Covenant, if no Test Period with an applicable level cited in Section 7.13 the Financial Covenant has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 the Financial Covenant with an indicated level). For level and (y) determining actual compliance (and not pro forma compliance) with the avoidance of doubtFinancial Covenant, the provisions of the foregoing sentence reference to “Test Period” shall not apply for purposes of calculating the Interest Coverage Ratiobe deemed to be a reference to, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), each of which shall be based on on, the most recently ended Test Period for which financial statements have been or are required to be delivered pursuant to Section 6.01(a6.01(1) or (b2), as applicable, for the relevant Test Period).

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Interest Coverage Ratio, the Senior Secured First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, and the Fixed Charge Coverage Ratio and the determination of any basket or covenant based on Total Assets or Foreign Subsidiary Total Assets shall be calculated in the manner prescribed by this Section 1.08; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.08, when calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, Ratio and the Senior Secured First Lien Net Leverage Ratio and the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), the events described in this Section 1.08 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 or determination of Total Assets is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets 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 Parent Borrower are available (as determined in good faith by the Parent Borrower) (it being understood that for purposes of determining pro forma compliance with Section 7.137.13 (other than for purposes of Section 4.02(b)), if no Test Period with an applicable level cited in Section 7.13 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, Ratio or the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), 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.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, but subject to Section 1.11 and clauses (h) and (i) below, financial ratios ratios, calculations and teststests (including measurements of baskets and other calculations calculated on the basis of Consolidated Total Assets, Consolidated Net Income, Consolidated EBITDA, Fixed Charges and any Fixed Amount or Incurrence-Based Amount), including the Interest Coverage Consolidated EBITDA to Fixed Charges Ratio, the Senior Secured Consolidated First Lien Net Leverage Debt to Consolidated EBITDA Ratio, the Senior Consolidated Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Debt to Consolidated EBITDA Ratio and the determination of any basket or covenant based on Consolidated Total Assets Debt to Consolidated EBITDA Ratio shall be calculated in the manner prescribed by this Section 1.081.12; providedprovided that, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.081.12, when calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured Consolidated First Lien Net Leverage Debt to Consolidated EBITDA Ratio and the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Margin” and the “Commitment Fee Rate”, (ii) calculating the definition of “Applicable ECF Percentage” covenant in Section 10.10 and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.135.2(a)(ii), the events described in this Section 1.08 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 (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 5.1, (2) secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness and secured Term Loan Exchange Notes (and any secured Permitted Refinancing Indebtedness in respect of any thereof) voluntarily prepaid, repurchased, defeased, acquired or redeemed, (B) the aggregate principal amount of Term Loans assigned to any Purchasing Borrower Party pursuant to Section 13.6(g), secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness and secured Term Loan Exchange Notes (and any secured Permitted Refinancing Indebtedness in respect of any thereof), in each such case assigned to any Purchasing Borrower Party (or any similar term as defined in the documentation governing such secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or secured Term Loan Exchange Notes) pursuant to the documentation governing such secured Permitted Additional Debt, secured Credit Agreement Refinancing Indebtedness or secured Term Loan Exchange Notes (or, in each case, in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Permitted Refinancing Indebtedness in respect thereof), but only to the extent that such Term Loans, such Permitted Additional Debt, such secured Credit Agreement Refinancing Indebtedness or such secured Term Loan Exchange Notes, (or such Permitted Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case of this clause (C), (x) except to the extent financed by the Incurrence of long term Indebtedness (including, for the avoidance of doubt, any such Indebtedness Incurred under a revolving credit facility Incurred as Permitted Additional Debt or otherwise Incurred under Section 2.14) by, or the issuance of Capital Stock by, or the making of capital contributions to, any member of the Restricted Group or using the proceeds of any Disposition outside the ordinary course of business and (y) 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 payment had been made on the last day of such fiscal year. In addition, whenever a financial ratio ratio, calculation or test or determination of Total Assets is to be calculated on a pro forma basisbasis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal Internal Financial Statements are available and may be determined with reference to the financial statements of a Parent Entity of the Borrower instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Capital Stock of the Borrower are available (as determined in good faith by the Board of Directors or senior management of the Borrower (or any Parent Borrower) (it being understood that for purposes of determining pro forma compliance with Section 7.13, if no Test Period with an applicable level cited in Section 7.13 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 with an indicated levelEntity)). (b) For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating the Interest Coverage Ratioany financial ratio, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio calculation or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining test that is to be calculated on a pro forma compliance with Section 7.13), each basis (including measurements of which shall be based baskets and other calculations on the financial statements delivered pursuant to Section 6.01(a) or (b)basis of Consolidated Total Assets, as applicable, for the relevant Test Period.-103- #96562806v11

Pro Forma and Other Calculations. (a1) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Interest Coverage Ratio, the Senior Secured First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio and the determination of any basket or covenant based on Total Assets Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.081.07; provided, provided that notwithstanding anything to the contrary in clauses (b2), (c3), (d4) or (e5) of this Section 1.08, 1.07 when calculating the Interest Coverage Ratio, the Senior Secured First Lien Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio and the or Total Net Leverage Ratio, each as applicable, for purposes of (ia) the definition of “Applicable Rate”, ,” (iib) Section 2.05(2)(a) and (c) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 Financial Covenant (other than for the purpose of determining pro forma compliance with Section 7.13the Financial Covenant), the events described in this Section 1.08 1.07 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 2.05(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 time any mandatory prepayment pursuant to Section 2.05(2)(a) is due for purposes of calculating the First Lien Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any. In addition, whenever a financial ratio or test or determination of Total Assets is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets 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 Parent Borrower are available (have been delivered to the Administrative Agent pursuant to Section 6.01(1) or Section 6.01(2), as determined in good faith by the Parent Borrower) applicable (it being understood that for purposes of (x) determining pro forma compliance with Section 7.13the Financial Covenant, if no Test Period with an applicable level cited in Section 7.13 the Financial Covenant has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 the Financial Covenant with an indicated level). For level and (y) determining actual compliance (and not pro forma compliance) with the avoidance of doubtFinancial Covenant, the provisions of the foregoing sentence reference to “Test Period” shall not apply for purposes of calculating the Interest Coverage Ratiobe deemed to be a reference to, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), each of which shall be based on on, the most recently ended Test Period for which financial statements have been or are required to be delivered pursuant to Section 6.01(a6.01(1) or (b2), as applicable, for the relevant Test Period).

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios ratios, calculations and teststests (including measurements of baskets and other calculations calculated on the basis of Consolidated EBITDA), including the Interest Coverage Ratio, the Senior Secured First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, Ratio and the Fixed Charge Coverage Ratio and the determination of any basket or covenant based on Total Assets shall be calculated in the manner prescribed by this Section 1.081.11; providedprovided that, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.081.11, when calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio and the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, ” and the “Applicable Commitment Fee” and (ii) calculating the definition of “Applicable ECF Percentage” and (iii) Financial Covenant in Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13)7.08, the events described in this Section 1.08 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 2.05(b)(i), Consolidated Funded First Lien Indebtedness shall be determined after giving pro forma effect to (A) the aggregate principal amount of (1) Term Loans voluntarily prepaid pursuant to Section 2.05(a), and (2) Indebtedness secured by a Lien on the Collateral that ranks equal in priority (but without regard to the control of remedies) with the Liens on the Collateral securing the Obligations that is voluntarily prepaid, repurchased, defeased, acquired or redeemed, (B) the aggregate principal amount of Term Loans assigned to the Borrower Party pursuant to Section 10.07(j) (or in accordance with the corresponding provisions of the documentation governing any Indebtedness representing secured Refinancing Indebtedness in respect thereof), but only to the extent that such Loans (or such Refinancing Indebtedness in respect thereof), as applicable, have been cancelled and (C) the aggregate amount of all permanent reductions of Revolving Credit Commitments, New Revolving Commitments or Specified Refinancing Revolving Credit Commitments pursuant to Section 2.06, in each case, 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 2.05(b)(i) assuming such voluntary prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio ratio, calculation or test or determination of Total Assets is to be calculated on a pro forma basisbasis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets 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 Parent Borrower Internal Financial Statements are available (as determined in good faith by the Parent Borrower) (it being understood that for purposes of determining pro forma compliance with Section 7.13, if no Test Period with an applicable level cited in Section 7.13 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), 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 Periodinternally available.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Interest Coverage Ratio, the Senior Secured Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio and the determination of any basket or covenant based on Total Assets Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.081.11; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.081.11, when calculating (i) the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured Consolidated First Lien Net Leverage Ratio and the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, ” and (ii) the Total Net Leverage Ratio for purposes of the definition of “Applicable ECF PercentageRate” and (iii) Section 7.13 7.11 (other than for the purpose of determining pro forma compliance with Section 7.137.11), the events described in this Section 1.08 1.11 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 or determination of Total Assets is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets 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 Parent Borrower are available have been delivered to the Lenders pursuant to Section 6.01(a) or (as determined in good faith by the Parent Borrowerb) (it being 55738387_110 understood that for purposes of determining pro forma compliance with Section 7.137.11, if no Test Period with an applicable level cited in Section 7.13 7.11 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 7.11 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13)the Financial Covenant at a time when no Term A Loans or Revolving Credit Exposure is outstanding and no Revolving Credit Commitment or Letter of Credit is in effect, each of which such determination shall be based on made as though the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for Financial Covenant is in effect at the relevant Test Periodtime.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary herein, but subject to Section 1.10, financial ratios and teststests (including measurements of Consolidated Total Assets or Consolidated EBITDA), including the Interest Consolidated Fixed Charge Coverage Ratio, the Senior Secured Consolidated First Lien Net Leverage Ratio, the Senior Consolidated Secured Net Leverage Ratio and Consolidated Total Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio and the determination of any basket or covenant based on Total Assets shall be calculated in the manner prescribed by this Section 1.081.11; providedprovided that, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.081.11, when calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured Consolidated First Lien Net Leverage Ratio and the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate,”, (ii) calculating the definition of “Applicable ECF Percentage” covenant in Section 6.11 and (iii) the Excess Cash Flow step-downs under Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.132.11(c), the events described in this Section 1.08 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 of the Consolidated First Lien Leverage Ratio for purposes of the Excess Cash Flow sweep levels under Section 2.11(c), Consolidated First Lien Debt shall be determined after giving pro forma effect to any (A) voluntary prepayments of Term Loans made pursuant to Section 2.11(a), (B) the Senior Secured Notes and other secured Permitted Additional Debt and secured Credit Agreement Refinancing Indebtedness constituting First Lien Obligations, in each case voluntarily prepaid, repurchased, defeased, acquired, redeemed or similarly paid, (C) the aggregate principal amount of Term Loans assigned to any Purchasing Borrower Party (or, if lower, the aggregate amount of cash consideration paid by any Purchasing Borrower Party) pursuant to Section 9.04(g), but only to the extent that such Term Loans have been cancelled and (D) the aggregate amount of all permanent reductions of Revolving Commitments, Extended Revolving Commitments, Incremental Revolving Commitments pursuant to Section 2.08(b) (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.20(b) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Commitments, Incremental Revolving Commitments and/or Extended Revolving Commitments), in each case, 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 2.11(c) assuming such prepayments had been made on the last day of such fiscal year. In addition, whenever a financial ratio or test or determination of Total Assets is to be calculated on a pro forma basisbasis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test or determination of Total Assets 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 Parent Borrower Internal Financial Statements are available (as determined in good faith by the Parent Borrower) (it being understood that for purposes of determining pro forma compliance with Section 7.13, if no Test Period with an applicable level cited in Section 7.13 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.13 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating the Interest Coverage Ratio, the Senior Secured Net Leverage Ratio, the Senior Secured First Lien Net Leverage Ratio or the Total Net Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) the definition of “Applicable ECF Percentage” and (iii) Section 7.13 (other than for the purpose of determining pro forma compliance with Section 7.13), 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 Periodavailable.