Common use of Pro Forma Calculations Clause in Contracts

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Cash Interest Coverage Ratio and Consolidated EBITDA shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 1.14; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.14, (A) when calculating the Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “ECF Percentage” and (iii) Section 6.12 (other than for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any basket), the events described in this Section 1.14 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Cash Interest First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 1.141.08; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.141.08, (A) when calculating the Total Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “ECF Percentage” and (iii) Section 6.12 (other than for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any basket)”, the events described in this Section 1.14 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or testtest for purposes of determining net Indebtedness. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Parent Borrower are available (as determined in good faith by the Administrative Borrower). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any such ratio or test for purposes of the definition of “Applicable Rate”, 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 Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio, the Cash Interest Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 1.141.07; provided provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (ef) of this Section 1.141.07, (A) when calculating the Total Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Rate,” ”, and (ii) the definition of “ECF Percentage” and (iii) Section 6.12 (other than for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any basket6.12), the events described in this Section 1.14 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 2.11(a) during any fiscal year (without duplication Pro Forma Effect and cash and Permitted Investments included on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the date of the event for which the calculation of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for any prior fiscal year) ratio is made shall be given pro forma effect after such fiscal year-end and prior to taken into account in lieu of cash or Permitted Investments as of the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes last day of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any relevant Test Period and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower) (it being understood that for purposes of determining Pro Forma Compliance with Section 6.12, if no Test Period with an applicable level cited in Section 6.12 has passed, the applicable level shall be the level for the first Test Period cited in Section 6.12 with an indicated level).

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Cash Interest Consolidated First Lien Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated EBITDA shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 1.141.09; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (ed) of this Section 1.141.09, (A) when calculating the Total Consolidated First Lien Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” and (ii) the definition of “ECF Percentage” determining actual compliance (and (iii) Section 6.12 (other than for the purpose of determining not Pro Forma Compliance or compliance on a Pro Forma Basis) with the covenant pursuant to Section 6.12 in connection with any basket)7.11, the events described in this Section 1.14 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided. In addition, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required whenever a financial ratio or test is to be repaid pursuant calculated on a Pro Forma Basis, the reference to Section 2.11(c) the “Test Period” for any prior fiscal year) purposes of calculating such financial ratio or test shall be given pro forma effect after such fiscal year-end deemed to be a reference to, and prior to shall be based on, the time any mandatory prepayment pursuant to Section 2.11(c) is due most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Total Consolidated First Lien Net Leverage Ratio for purposes of the definition of “Applicable Rate” and determining actual compliance with Section 7.11 (other than for the ECF Percentage for such mandatory prepaymentpurpose of determining pro forma compliance with Section 7.11), if any and (B) when calculating any such ratio or test for purposes each of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness which shall be excluded from based on the pro forma calculation of any applicable ratio financial statements delivered pursuant to Section 6.01(a) or test(b), as applicable, for the relevant Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio, the Cash Interest Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 1.141.06; provided provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.141.06, (A) when calculating the Total Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Rate,” ”, and (ii) the definition of “ECF Percentage” and (iii) Section 6.12 (other than for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any basket6.12), the events described in this Section 1.14 1.06 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication Pro Forma Effect and cash and Permitted Investments included on the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the date of the event for which the calculation of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for any prior fiscal year) ratio is made shall be given pro forma effect after such fiscal year-end and prior to taken into account in lieu of cash or Permitted Investments as of the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes last day of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any relevant Test Period and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of Holdings are available (as determined in good faith by the Borrower) (it being understood that for purposes of determining Pro Forma Compliance with Section 6.12, if no Test Period with an applicable level cited in Section 6.12 has passed, the applicable level shall be the level for the first Test Period cited in Section 6.12 with an indicated level).

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Consolidated Fixed Charge Coverage Ratio or any leverage ratio used in any First Lien Financing Document or any Second Lien Financing Document in connection with the incurrence of Indebtedness permitted by Section 7.03 or Liens permitted by Section 7.01 (each, a “Term Loan Leverage Ratio”), the Secured Net Leverage Ratio, the Cash Interest Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 1.141.08; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.141.08, (A) when calculating the Total Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “ECF Percentage” and (iii) or Section 6.12 7.11 (other than for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any basket7.11), the events described in this Section 1.14 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or testtest for purposes of determining net Indebtedness. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Parent Borrower are available (as determined in good faith by the Administrative Borrower) (it being understood that for purposes of determining Pro Forma Compliance with Section 7.11, if no Test Period with an applicable level cited in Section 7.11 has passed, the applicable level shall be the level for the first Test Period cited in Section 7.11 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any such ratio or test for purposes of the definition of “Applicable Rate” or Section 7.11 (other than for the purpose of determining Pro Forma Compliance with Section 7.11), each of which shall be based on the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Asset Coverage Ratio, the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Cash Interest Coverage Ratio and Consolidated EBITDA Fixed Charge Coverage Ratio, shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 1.1411.5; provided that notwithstanding anything to the contrary in clauses clause (b), (c), (d) or (e) of this Section 1.1411.5, (A) when calculating the Total Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “ECF Percentage” and (iii) Section 6.12 6.1 (other than for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any basket6.1), the events described in this Section 1.14 11.5 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements of the Borrower have been delivered pursuant to Section 4.1 (it being understood that for purposes of determining Pro Forma Compliance with Section 6.1, if no Test Period with an applicable level cited in Section 6.1 has passed, the applicable level shall be the level for the first Test Period cited in Section 6.1 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial ratio or test for purposes of Section 6.1 (other than for the purpose of determining Pro Forma Compliance with Section 6.1), each of which shall be based on the financial statements delivered pursuant to Section 4.1(a) or (b), as applicable, for the relevant Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary hereinherein (subject to Section 1.02(i)), financial ratios and teststhe First Lien Net Leverage Ratio, including the Consolidated Total Net Leverage Ratio, the Secured Consolidated Interest Expense, Consolidated EBITDA, Consolidated Net Leverage Ratio, the Cash Interest Coverage Ratio Income and Consolidated EBITDA Total Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation, it being understood and agreed that any adjustments to Consolidated EBITDA pursuant to this Section 2.20) 1.10 shall be subject to the same caps and limitations set forth in the manner prescribed by this Section 1.14definition thereof; provided that notwithstanding anything to the contrary in clauses (b)foregoing, (c), (d) or (e) of this Section 1.14, (A) when calculating the Total First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b) and (ii) determining actual compliance with Section 7.08, any Specified Transaction and any related adjustment contemplated in the definition of “Applicable Rate,” Pro Forma Basis (ii) and any corresponding provisions of the definition of “ECF Percentage” and (iiiConsolidated EBITDA) Section 6.12 (other than for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any basket), the events described in this Section 1.14 that occurred subsequent to the end of the applicable Test Period four quarter period shall not be given Pro Forma Effect. Notwithstanding anything to the contrary in this Section 1.10 or in any classification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the Disposition thereof has been entered into as discontinued operations, no pro forma effect; provided, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for any prior fiscal year) effect shall be given pro forma effect after such fiscal year-end to any discontinued operations (and prior the EBITDA attributable to the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any and (B) when calculating any such ratio Person, business, assets or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness operations shall not be excluded from the pro forma calculation of for any applicable ratio or testpurposes hereunder) until such Disposition shall have been consummated.

Pro Forma Calculations. (a) Notwithstanding anything to For purposes of any calculation of the contrary hereinMinimum Receivables Test, financial ratios and tests, including the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Cash Interest Ratio or Fixed Charge Coverage Ratio and or Consolidated EBITDA shall be calculated (including or consolidated assets for purposes of Section 2.20) determinations of Material Subsidiaries, in the manner prescribed by this event that any Specified Transaction has occurred during the Test Period for which the Minimum Receivables Test, Total Leverage Ratio or Fixed Charge Coverage Ratio or Consolidated EBITDA or consolidated assets for purposes of determination of Material Subsidiaries is being calculated or, except for purposes of determining whether an Event of Default has occurred under Section 1.14; provided that notwithstanding anything 6.10 has occurred, following the end of such Test Period but prior to the contrary in clauses date that financial statements have been delivered pursuant to Section 5.01(a) or (b), (c)such calculation shall be made on a Pro Forma Basis; provided, (d) or (e) of this Section 1.14that, (A) when calculating the Total Net Leverage Ratio with respect to any Limited Conditionality Acquisition, except for purposes of determining whether an Event of Default has occurred under Section 6.10, all subsequent financial ratio tests required to be complied with under this Agreement in order to take any action shall, until the consummation of such Limited Conditionality Acquisition (ior the termination of the definitive agreement with respect thereto), be required to be complied with both (1) on an actual basis without giving effect to such Limited Conditionality Acquisition and all relevant related pro forma events and (2) on a Pro Forma Basis giving effect to such Limited Conditionality Acquisition and all relevant related pro forma events (it being understood and agreed that nothing in this proviso shall require any condition to a Limited Conditionality Acquisition that is not required pursuant to Section 2.09 or the definition of “Applicable Rate,” (ii) the definition of “ECF Percentage” and (iii) Section 6.12 (other than for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any basketPermitted Acquisition”), the events described in this Section 1.14 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Cash Consolidated First Lien Net Leverage Ratio and the Consolidated Interest Coverage Ratio Ratio, and Total Assets or Consolidated EBITDA for purposes of determining any amount based on a percentage of Total Assets or Consolidated EBITDA shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 1.141.09; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.141.09, (A) when calculating the Total Consolidated First Lien Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” and (ii) determining actual compliance (and not pro forma compliance) with the definition of “ECF Percentage” and (iii) financial covenant pursuant to Section 6.12 (other than for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any basket)7.11, the events described in this Section 1.14 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that voluntary prepayments made effect pursuant to in this Section 2.11(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required 1.09. In addition, whenever a financial ratio or test is to be repaid pursuant calculated on a pro forma basis, the reference to Section 2.11(c) the “Test Period” for any prior fiscal year) purposes of calculating such financial ratio or test shall be given pro forma effect after such fiscal year-end deemed to be a reference to, and prior to shall be based on, the time any mandatory prepayment pursuant to Section 2.11(c) is due 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); provided that, the provisions of this sentence shall not apply for purposes of calculating the Total Net Leverage Ratio for purposes definition of “Excluded Proceeds,” the definition of “Applicable ECF Percentage” and determining actual compliance (and not pro forma compliance) with the ECF Percentage for such mandatory prepaymentfinancial covenant pursuant to Section 7.11, if any and (B) when calculating any such ratio or test for purposes each of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness which shall be excluded from based on the pro forma calculation of any applicable ratio financial statements delivered pursuant to Section 6.01(a) or test(b), as applicable, for the relevant Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Asset Coverage Ratio, the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Cash Interest Coverage Ratio and Consolidated EBITDA Fixed Charge Coverage Ratio, shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 1.1411.5; provided that notwithstanding anything to the contrary in clauses clause (b), (c), (d) or (e) of this Section 1.1411.5, (A) when calculating the Total Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “ECF Percentage” and (iii) Section 6.12 6.1 (other than than, for the purpose of determining Pro Forma Compliance with withavoidance of doubt, when calculating such ratio or test for purposes of Section 6.12 in connection with any basket6.12.2(d)), the events described in this Section 1.14 11.5 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements of the Borrower have been delivered pursuant to Section 4.1 (it being understood that for purposes of determining Pro Forma Compliance with Section 6.1, if no Test Period with an applicable level cited in Section 6.1 has passed, the applicable level shall be the level for the first Test Period cited in Section 6.1 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial ratio or test for purposes of Section 6.1 (other than, for the purpose of determining Pro Forma Compliance withavoidance of doubt, when calculating such ratio or test for purposes of Section 6.12.2(d)), each of which shall be based on the financial statements delivered pursuant to Section 4.1(a) or (b), as applicable, for the relevant Test Period.

Pro Forma Calculations. (a) 8. Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Cash Interest Coverage First Lien Net Leverage Ratio and compliance with covenants or other provisions determined by reference to Consolidated EBITDA or total assets, shall be calculated (including for purposes of Section 2.20) on a pro forma basis in the manner prescribed by this Section 1.141.10; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.14, (A) 1.10 when calculating the Total Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “ECF Percentage” and (iii) Section 6.12 6.11 (other than for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any basket6.11), the events described in this Section 1.14 1.10 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided. In addition, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required whenever a financial ratio or test is to be repaid pursuant to Section 2.11(c) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior calculated, the reference to the time any mandatory prepayment pursuant to Section 2.11(c) is due “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 Total Net Leverage Ratio most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable (it being understood that for purposes of determining the ECF Percentage for such mandatory prepaymentpro forma compliance with Section 6.11, if any and (B) when no Test Period with an applicable level cited in Section 6.11 has passed, the applicable level shall be the level for the first Test Period cited in Section 6.11 with an indicated level). For purposes of calculating any such financial ratio or test or compliance with any covenant or other provision determined by reference to Consolidated EBITDA or total assets for purposes of any Specified Transaction that occurs prior to the incurrence of any Indebtednessdate on which financial statements have been (or are required to be) delivered for the fiscal quarter ended June 30, cash and Cash Equivalents resulting from the incurrence of 2021, any such Indebtedness calculation to made on a Pro Forma Basis shall be excluded from use the pro forma calculation of any applicable ratio or testUnaudited Financial Statements.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary contained herein, financial ratios and tests, including all calculations of the Consolidated Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Cash Interest Coverage Ratio and Consolidated EBITDA shall be calculated (including for purposes of Section 2.20determining the Applicable Rate) and the Consolidated Fixed Charge Coverage Ratio, in each case, shall be made on a Pro Forma Basis with respect to all Specified Transactions occurring during the manner prescribed by this Section 1.14; provided that notwithstanding anything applicable Measurement Period to which such calculation relates, and/or subsequent to the contrary in clauses (b)end of such Measurement Period but not later than the date of such calculation; provided, (c)that, (d) or (e) of this Section 1.14notwithstanding the foregoing, (A) when calculating the Consolidated Total Net Leverage Ratio or the Consolidated Fixed Charge Coverage Ratio, in each case, for purposes of determining (i) the definition of “Applicable Rate,” compliance with Section 7.11, and/or (ii) the Applicable Rate, any Specified Transaction and any related adjustment contemplated in the definition of “ECF Percentage” and (iii) Section 6.12 (other than for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any basket), the events described in this Section 1.14 Basis that occurred subsequent to the end of the applicable Test Measurement Period shall not be given pro forma effect; providedPro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with any financial covenant set forth in Section 7.11, however, that voluntary prepayments made pursuant to Section 2.11(a(A) during any fiscal year (without duplication in the case of any prepayments in such compliance required after delivery of financial statements for the fiscal year that reduced quarter ending September 30, 2019, such Pro Forma Compliance shall be determined by reference to the amount maximum Consolidated Total Leverage Ratio and/or the minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for the fiscal quarter of Excess Cash Flow the Company most recently then ended for which financial statements have been delivered (or were required to be repaid pursuant to have been delivered) in accordance with Section 2.11(c6.01(a) for or Section 6.01(b), as applicable, or (B) in the case of any prior fiscal year) shall be given pro forma effect after such fiscal year-end and compliance required prior to the time any mandatory prepayment pursuant delivery referred to Section 2.11(cin clause (A) is due for purposes of calculating above, such Pro Forma Compliance shall be determined by reference to (1) the Interim Financial Statements, and (2) the maximum Consolidated Total Net Leverage Ratio and/or the minimum Consolidated Fixed Charge Coverage Ratio, as applicable, permitted for purposes of determining the ECF Percentage for such mandatory prepaymentfiscal quarter ending September 30, if any and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test2019.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Cash Interest Coverage First Lien Net Leverage Ratio and compliance with covenants or other provisions determined by reference to Consolidated EBITDA or Consolidated Total Assets, shall be calculated (including for purposes of Section 2.20) on a pro forma basis in the manner prescribed by this Section 1.141.7; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.14, (A) 1.7 when calculating the Total Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable RateMargin,” (ii) the definition percentage of “ECF Percentage” Excess Cash Flow to be applied to prepay Term Loans pursuant to Section 2.12(c) and (iii) Section 6.12 Sections 6.1 and 6.3 (other than for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any basketSections 6.1 and 6.3), the events described in this Section 1.14 1.7 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided. In addition, howeverwhenever a financial ratio or test is to be calculated, that voluntary prepayments made the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered pursuant to Section 2.11(a5.1(a) or (b), as DB1/ 110470318.9 54 applicable (it being understood that for purposes of determining pro forma compliance with Sections 6.1 and 6.3, if no Test Period with an applicable level cited in Sections 6.1 and 6.3 has passed, the applicable level shall be the level for the first Test Period cited in Sections 6.1 and 6.3 with an indicated level). For purposes of calculating any financial ratio or test or compliance with any covenant or other provision determined by reference to Consolidated EBITDA or Consolidated Total Assets for any Specified Transaction that occurs prior to the date on which financial statements have been (or are required to be) delivered for the Fiscal Quarter ended December 31, 2019, any such calculation to made on a Pro Forma Basis shall use the financial statements for the Fiscal Quarter ended September 30, 2019. (b) For purposes of calculating any financial ratio or test or compliance with any covenant or other provision determined by reference to Consolidated EBITDA or Consolidated Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.7) that have been made (i) during any fiscal year the applicable Test Period (without duplication solely with respect to the calculation of the Interest Coverage Ratio) or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any prepayments 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 or Consolidated Total Assets and the component financial definitions used therein attributable to any Specified Transaction) have occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such fiscal year Test Period shall have made any Specified Transaction that reduced would have required adjustment pursuant to this Section 1.7 then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 1.7. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by the Borrower and may include, for the avoidance of doubt, the amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for “run-rate” cost savings, operating expense reductions and cost synergies resulting from or relating to, any prior fiscal year) shall be Specified Transaction which is being given pro forma effect that have been realized or are projected to be realized and for which actions have been taken or that are committed to be taken within eighteen (18) months after the consummation of such fiscal year-end Specified Transaction to realize such cost savings, operating expense reductions and prior cost synergies (in the good faith determination of the Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions and cost synergies were realized during the entirety of such period) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of any financial ratios or tests (and in respect of any subsequent pro forma calculations in which such Specified Transaction is given pro forma effect) and during any applicable subsequent Test Period in which the effects thereof are expected to be realized) relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes good faith judgment of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepaymentBorrower, if any and (B) when calculating any such ratio actions are taken or test for purposes with respect to which actions have been taken or are committed to be taken no later than eighteen (18) months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the incurrence extent duplicative of any Indebtednessamounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), cash whether through a pro forma adjustment or otherwise, with respect to such period and Cash Equivalents resulting from the incurrence (D) any increase to Consolidated EBITDA as a result of any such Indebtedness cost savings, operating expense reductions and cost synergies pursuant to this Section 1.7(c) shall be excluded from subject to the pro forma calculation cap set forth in clause (ii)(G)(3) in the definition of Consolidated EBITDA. (d) In the event that the Borrower or any applicable ratio Restricted Subsidiary incurs (including by assumption or test.guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Rent Adjusted Leverage Ratio, the Secured Net Leverage Ratio, the Consolidated Cash Interest Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA EBITDA, shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 1.141.09; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.141.09, (A) when calculating the Total Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Rate,” and (ii) the definition of “ECF Percentage” and (iii) Section 6.12 (other than for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any basket)7.11, the events described in this Section 1.14 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any financial ratio or test for purposes of (i) the definition of “Applicable Rate,” and (ii) Section 7.11, each of which shall be based on the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period.

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Secured Net Leverage Ratio and the Total Net Leverage Ratio, the Secured Net Leverage Ratio, the Cash Interest Coverage Ratio and compliance with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 1.141.07; provided provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (ef) of this Section 1.141.07, (A) when calculating the Total Net Leverage Ratio any such ratio or test for purposes of (i) the definition of “Applicable Rate,” (ii) the definition of “ECF Percentage” and (iii) Section 6.12 (other than for the purpose of determining Pro Forma Compliance with Section 6.12 in connection with any basket6.12), the events described in this Section 1.14 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; providedPro Forma Effect and cash and Permitted Investments included on the consolidated balance sheet of Holdings, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication the Borrower and its Restricted Subsidiaries as of the date of the event for which the calculation of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.11(c) for any prior fiscal year) ratio is made shall be given pro forma effect after such fiscal year-end and prior to taken into account in lieu of cash or Permitted Investments as of the time any mandatory prepayment pursuant to Section 2.11(c) is due for purposes last day of calculating the Total Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any relevant Test Period and (B) when calculating any such ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents Permitted Investments resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test. In addition, whenever a financial ratio or test is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements of the Borrower have been delivered prior to the Closing Date or pursuant to Section 5.01(a) or Section 5.01(b) (it being understood that for purposes of determining Pro Forma Compliance with Section 6.12, if no Test Period with an applicable level cited in Section 6.12 has passed, the applicable level shall be the level for the first Test Period cited in Section 6.12 with an indicated level).

Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Cash Interest Coverage Consolidated First Lien Net Leverage Ratio and Consolidated EBITDA the Fixed Charge Coverage Ratio, shall be calculated (including for purposes of Section 2.20) in the manner prescribed by this Section 1.141.09; provided that notwithstanding anything to the contrary in clauses (bSection 1.09(b), (c), (d) or (e) of this Section 1.14d), (A) when calculating the Total Consolidated Secured Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” and (ii) the definition of “ECF Percentage” determining actual compliance (and (iii) Section 6.12 (other than for the purpose of determining not Pro Forma Compliance with Section 6.12 in connection or compliance on a Pro Forma Basis) with any basket)covenant pursuant to Section 7.11, the events described in this Section 1.14 1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect; provided. In addition, however, that voluntary prepayments made pursuant to Section 2.11(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required whenever a financial ratio or test is to be repaid pursuant calculated on a pro forma basis, the reference to Section 2.11(c) the “Test Period” for any prior fiscal year) purposes of calculating such financial ratio or test shall be given pro forma effect after such fiscal year-end deemed to be a reference to, and prior to shall be based on, the time any mandatory prepayment pursuant to Section 2.11(c) is due most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Total Consolidated Secured Net Leverage Ratio for purposes of the definition of “Applicable Rate” and determining actual compliance with Section 7.11 (other than for the ECF Percentage purpose of determining pro forma compliance with Section 7.11), each of which shall be based on the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for such mandatory prepaymentthe relevant Test Period, if any and subject to the adjustments contemplated by the parenthetical in clause (Bii) when calculating any such ratio or test for purposes of the incurrence proviso to the first sentence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or testthis Section 1.09(a).