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 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 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 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, 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 Consolidated EBITDA 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 Consolidated EBITDA 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 Consolidated EBITDA 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. (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 Consolidated EBITDA 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 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 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 (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 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, 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 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 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 7.137.13 (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 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 Consolidated EBITDA 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 Consolidated EBITDA 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 Consolidated EBITDA 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 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 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 (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. (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 Consolidated EBITDA 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 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 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 (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 and tests, including for purposes of determining compliance with the Interest Coverage Ratio, Financial Covenant or otherwise for purposes of determining the Senior Secured First Lien Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio, First Lien Net Leverage Ratio and EBITDA, (x) such calculations shall be made on a pro forma basis with respect to any Permitted Acquisition or any sale, transfer or other disposition of any material assets outside the ordinary course of business or the incurrence of Indebtedness to the extent any such event occurs during the applicable four-quarter period to which such calculation relates, or, other than in the case of determining compliance with the Financial Covenant, subsequent to the end of such four-quarter period but not later than the date of such calculation and (y) in connection with the initial incurrence of any revolving Indebtedness incurred after the Effective Date, any such revolving Indebtedness shall be deemed to be drawn in full and the cash proceeds of such Indebtedness shall be excluded from netting in the applicable calculation of the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio and the determination of any basket or covenant based on 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 Ratio or First Lien Net Leverage Ratio and required in 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 Consolidated EBITDA whether the initial incurrence of such revolving Indebtedness 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 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)permitted hereunder. For the avoidance of doubt, the provisions references to any calculations of the foregoing sentence shall not apply for purposes of calculating the Interest Coverage EBITDA, Net Income, First Lien Net Leverage Ratio, the Senior Secured Net Leverage RatioRatio and Total Leverage Ratio (or, in each case, any component definition in the Senior Secured calculation thereof) shall be deemed to be references of EBITDA, Net Income, First Lien Net Leverage Ratio, Senior Secured Net Leverage Ratio or Total Leverage Ratio (or, in each case, any component definition in 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 (bcalculation thereof), as applicable, for the relevant Test Period.in each case, of Holdings and its Restricted Subsidiaries unless otherwise explicitly stated. 40

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 Consolidated EBITDA 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 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 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 (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 for purposes of determining compliance with the Interest Coverage Ratio, Financial Covenant or otherwise for purposes of determining the Senior Secured First Lien Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio, First Lien Net Leverage Ratio and EBITDA, (x) such calculations shall be made on a pro forma basis with respect to any 39 Permitted Acquisition or any sale, transfer or other disposition of any material assets outside the ordinary course of business or the incurrence of Indebtedness to the extent any such event occurs during the applicable four-quarter period to which such calculation relates, or, other than in the case of determining compliance with the Financial Covenant, subsequent to the end of such four-quarter period but not later than the date of such calculation and (y) in connection with the initial incurrence of any revolving Indebtedness incurred after the Effective Date, any such revolving Indebtedness shall be deemed to be drawn in full and the cash proceeds of such Indebtedness shall be excluded from netting in the applicable calculation of the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio and the determination of any basket or covenant based on 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 Ratio or First Lien Net Leverage Ratio and required in 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 Consolidated EBITDA whether the initial incurrence of such revolving Indebtedness 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 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)permitted hereunder. For the avoidance of doubt, the provisions references to any calculations of the foregoing sentence shall not apply for purposes of calculating the Interest Coverage EBITDA, Net Income, First Lien Net Leverage Ratio, the Senior Secured Net Leverage RatioRatio and Total Leverage Ratio (or, in each case, any component definition in the Senior Secured calculation thereof) shall be deemed to be references of EBITDA, Net Income, First Lien Net Leverage Ratio, Senior Secured Net Leverage Ratio or Total Leverage Ratio (or, in each case, any component definition in 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 (bcalculation thereof), as applicable, for the relevant Test Periodin each case, of Holdings and its Restricted Subsidiaries unless otherwise explicitly stated.

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 Consolidated EBITDA 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 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 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 7.137.13 (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.