Common use of Pro Forma and Other Calculations Clause in Contracts

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary in this Agreement, financial ratios and tests, including the First Lien Leverage Ratio, the Total Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.10; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.10, when calculating the First Lien Leverage Ratio or Total Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) Section 2.05(b)(i) and (iii) Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11), the events described in this Section 1.10 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to “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 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 the First Lien Leverage Ratio or the Total Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) Section 2.05(b)(i) and (iii) 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 and Other Calculations. (a) Notwithstanding anything to the contrary in this Agreementherein, financial ratios and teststests or other calculations of financial terms, including the First Lien Consolidated Total Net Leverage Ratio, the Total Consolidated Secured Net Leverage Ratio and the Fixed Charge Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.101.08; provided, provided that notwithstanding anything to the contrary in clauses (bSection 1.08(b), (c), (d) or (e) of this Section 1.10d), when calculating the First Lien Leverage Ratio or Total Consolidated Secured Net Leverage Ratio for purposes of determining actual compliance (iand not Pro Forma Compliance or compliance on a Pro Forma Basis) the definition of “Applicable Rate,” (ii) Section 2.05(b)(i) and (iii) Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11), the events described in this Section 1.10 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition, (x) whenever a financial ratio or test or other financial definition is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test or financial definition 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 reasonable good faith by the Borrower) and which have been delivered to the Administrative Agent (it being understood that for purposes of determining pro forma compliance 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)) and (y) in connection with any Limited Condition Transaction, for purposes of determining compliance with (1) any provision of this Agreement which requires compliance with any representations and warranties set forth herein, (2) any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or (3) any test or covenant contained in this Agreement during any period which requires the calculation of any applicable ratios that are measured as a percentage of Consolidated EBITDA, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”) the date of determination for any such compliance or calculation of any such ratios shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent applicable date of determination ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, such ratio shall be deemed to have been complied with. For the avoidance of doubt, if the provisions Borrower has made an LCA Election and any of the foregoing sentence ratios for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio, including due to fluctuations in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded or failed to be satisfied as a result of such fluctuations and compliance with such conditions shall not apply be tested at the time of consummation of such Limited Condition Transaction unless the Borrower elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Transaction is consummated. If the Borrower has made an LCA Election for purposes any Limited Condition Transaction, then in connection with any subsequent calculation of calculating the First Lien Leverage Ratio any ratio, Basket availability or the Total Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) Section 2.05(b)(i) and (iii) Section 7.11 compliance with any other provision hereunder (other than for the purpose of determining pro forma actual compliance with Section 7.11)) on or following the relevant LCA Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, each the date the Borrower makes an election pursuant to the immediately preceding sentence or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of which such Limited Condition Transaction, any such ratio, Basket or compliance with any other provision hereunder shall be based calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the financial statements delivered pursuant use of proceeds thereof) have been consummated and if with respect to Section 6.01(aany determination or testing of any ratio with respect to any Restricted Payment, and also on a standalone basis without assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof) or (b), as applicable, for the relevant Test Periodhave been consummated.

Pro Forma and Other Calculations. (a) Notwithstanding anything to Unless expressly provided otherwise or the contrary in this Agreementcontext otherwise requires, financial ratios and tests, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio Ratio, the Interest Coverage Ratio, Consolidated Net Income, Consolidated EBITDA and the Fixed Charge Coverage Ratio any similar financial metric or test hereunder shall be calculated in the manner prescribed by this Section 1.10; providedon a Pro Forma Basis. In addition, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.10, when calculating the First Lien Leverage Ratio or Total Leverage Ratio except for purposes of (i) determining the Applicable Margin or the Commitment Fee Rate for any Test Period or (ii) determining actual compliance with Section 10.7 for any Test Period, any event or matter described in the definition of “Applicable Rate,Pro Forma Basis” (ii) Section 2.05(b)(i) and (iii) Section 7.11 (other than for occurring after the purpose of determining pro forma compliance with Section 7.11), the events described in this Section 1.10 that occurred subsequent to the end last day of the applicable Test Period shall not and on or prior to the date of determination may, at the election of the Parent Borrower, also be given pro forma effectPro Forma Effect. In addition, whenever Whenever Pro Forma Effect is to be given to a transaction or any financial ratio metric or test is to be calculated on a Pro Forma Basis, the pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test calculations 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 made in good faith by a responsible financial or accounting officer of the Borrower) Parent Borrower (it being understood that and may include, 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 doubtdoubt and without duplication, cost savings, and operating expense reductions resulting from the provisions of the foregoing sentence shall not apply for purposes of calculating the First Lien Leverage Ratio Investment, acquisition, merger, or the Total Leverage Ratio, each as applicable, for purposes of (i) consolidation which is being given Pro Forma Effect that have been or are expected to be realized; provided that such cost savings and operating expense reductions are made in compliance with the definition of “Applicable Rate”Consolidated EBITDA). Notwithstanding anything to the contrary in this Section 1.12 or in any classification under GAAP of any Person, (ii) Section 2.05(b)(i) and (iii) Section 7.11 (other than business, assets or operations in respect of which a definitive agreement for the purpose of determining pro forma compliance with Section 7.11)disposition thereof has been entered into as discontinued operations, each of which no Pro Forma Effect shall be based on given to any discontinued operations (and the financial statements delivered pursuant Consolidated EBITDA attributable to Section 6.01(aany such Person, business, assets or operations shall not be excluded for any purposes hereunder) or (b), as applicable, for the relevant Test Perioduntil such disposition shall have been consummated.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary in this Agreementherein, financial ratios and teststests (including measurements of Consolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA), including the First Lien Consolidated Interest Expense Ratio and Consolidated Net Leverage Ratio, the Total Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.101.07; providedprovided that, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.101.07, when calculating the First Lien Leverage Consolidated Interest Expense Ratio or Total and the Consolidated Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) Section 2.05(b)(i) and (iii) Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11), the events described in this Section 1.10 1.07 that occurred subsequent to the end of the applicable Test Period four fiscal quarter test period (other than as specifically described in the definition of Consolidated Adjusted EBITDA) shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basisbasis or requires pro forma compliance, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available Section 9.1 Financials have been delivered. (as determined in good faith by the Borrowerb) (it being understood that for For purposes of determining calculating any financial ratio or test (including Consolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA), any acquisition and disposition that shall have occurred since the first day of any twelve month period which Consolidated Adjusted EBITDA, Group Adjusted EBITDA or QS Adjusted EBITDA is being calculated, such calculation shall give pro forma compliance with Section 7.11effect to such disposition or acquisition including, 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, any Indebtedness incurred in connection with such disposition or acquisition. (c) In the provisions event that any Consolidated Group member incurs, redeems, retires, defeases or extinguishes any Indebtedness (other than Indebtedness under a revolving credit facility unless such Indebtedness has been permanently paid and not replaced) subsequent to the commencement of the foregoing sentence shall not apply period for purposes of calculating which the First Lien Consolidated Net Leverage Ratio is being calculated but prior to or simultaneously with the Total event for which the calculation of the Consolidated Net Leverage RatioRatio is made, each then the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, redemption, retirement, defeasance or extinguishment of Indebtedness as applicable, for purposes if the same had occurred at the beginning of the applicable four quarter period. (id) Notwithstanding anything to the contrary set forth in the definition of “Applicable Rate”Consolidated Adjusted EBITDA, Group Adjusted EBITDA and QS Adjusted EBITDA (ii) Section 2.05(b)(i) and (iii) Section 7.11 (other than for the purpose of determining all component definitions referenced in such definitions), whenever 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.effect 45 Xxxxx Xxxxxx Amended and Restated Credit and Guaranty Agreement NYDOCS03/1067767.15

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary in this Agreementherein, financial ratios and tests, including the Consolidated First Lien Net Leverage Ratio, Consolidated First Xxxx Xxxxx Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio, and Interest Coverage Ratio and the Fixed Charge Coverage Ratio compliance with covenants determined by reference to Consolidated EBITDA or Total Assets shall be calculated in the manner prescribed by this Section 1.101.11; provided, that notwithstanding anything to the contrary in clauses (b), (c), ) (d) or (e) of this Section 1.101.11, when calculating the Consolidated First Lien Net Leverage Ratio or Total Consolidated First Xxxx Xxxxx Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” (ii) ”, for purposes of Section 2.05(b)(i2.06(b)(i) and (iii) Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11), the events described in this Section 1.10 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower) (it being understood that for purposes of determining pro forma compliance with Section 7.11, if (i) 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 and (ii) all Test Periods with an applicable level cited in Section 7.11 have passed, the applicable level shall be the level for the last Test Period cited in Section 7.11 with an indicated level). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating the First Lien Leverage Ratio or the Total Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) Section 2.05(b)(i) and (iii) Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11)the Financial Covenant at a time when a Compliance Event has not occurred or is continuing, each of which such determination shall be based on made as though the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for Financial Covenant is in effect at the relevant Test Periodtime.

Pro Forma and Other Calculations. (a1) Notwithstanding anything to the contrary in this Agreementherein, financial ratios and tests, including the First Lien Secured Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.101.07; provided, provided that notwithstanding anything to the contrary in clauses (b2), (c3), (d4) or (e5) of this Section 1.101.07, when calculating the First Lien Leverage Ratio or Total Secured Net Leverage Ratio for purposes of (ia) the definition of “Applicable Rate,” (iib) Section 2.05(b)(i2.05(2)(a) and (iiic) Section 7.11 the Financial Covenant (other than for the purpose of determining pro forma compliance with Section 7.11the Financial Covenant), the events described in this Section 1.10 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 Secured Net Leverage Ratio for purposes of determining the ECF Percentage for such mandatory prepayment, if any. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available (as determined in good faith by the Borrower) (it being understood that for purposes of (x) determining pro forma compliance with Section 7.11the Financial Covenant, if no Test Period with an applicable level cited in Section 7.11 the Financial Covenant has passed, the applicable level shall be the level for the first Test Period cited in Section 7.11 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 First Lien Leverage Ratio or the Total Leverage Ratiobe deemed to be a reference to, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) Section 2.05(b)(i) and (iii) Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11), 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 in this Agreementherein, financial ratios and tests, including the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.101.11; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.101.11, when calculating (i) the Consolidated First Lien Leverage Ratio or Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” and (ii) Section 2.05(b)(i) and (iii) the Total Net Leverage Ratio for purposes of Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11), the events described in this Section 1.10 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available have been delivered to the Lenders pursuant to Section 6.01(a) or (as determined in good faith by the Borrowerb) (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 the First Lien Leverage Ratio or the Total Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) Section 2.05(b)(i) and (iii) Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11)the Financial Covenant at a time when no Revolving Credit Exposure is outstanding and no Revolving Credit Commitment or Letter of Credit is in effect, each of which such determination shall be based on made as though the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for Financial Covenant is in effect at the relevant Test Periodtime.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary in this Agreementherein, financial ratios and tests, including the First Lien Total Leverage Ratio, the Total Leverage Fixed Charge Coverage Ratio and the Fixed Charge Coverage Ratio (All Cash Dividends) shall be calculated in the manner prescribed by this Section 1.101.07; provided, provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (ef) of this Section 1.101.07, when calculating the First Lien Leverage Ratio or (x) Total Leverage Ratio for purposes of (ia) the definition of “Applicable Rate,” (iib) Section 2.05(b)(i2.03.4(a) and (iiic) the financial covenants in Section 7.11 6.15 (other than for the purpose of determining pro forma compliance with Section 7.116.15), the events described in this Section 1.10 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 2.03.5 during any Fiscal Quarter (without duplication of any prepayments in such Fiscal Quarter that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.03.4 for any prior Fiscal Quarter) shall be given pro forma effect after such Fiscal Quarter-end and prior to the time any mandatory prepayment pursuant to Section 2.03.4 is due for purposes of calculating the Total Leverage Ratio for purposes of determining the recapture percentage for such mandatory prepayment, if any. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, (i) the most recently ended Test Period for which internal financial statements of GPB Prime and its Subsidiaries are available or (ii) if a full Test Period has not been completed following the Borrower Closing Date, the most recently ended Test Period for which internal financial statements of Parent Holdings Guarantor and its Subsidiaries are available (in each case, as determined in good faith by the BorrowerBorrower Representative) (it being understood that for purposes of determining actual compliance (and not pro forma compliance compliance) with Section 7.11, if no Test Period with an applicable level cited in Section 7.11 has passed6.15, the applicable level reference to “Test Period” shall be the level for the first Test Period cited in Section 7.11 with an indicated level). For the avoidance of doubtdeemed to be a reference to, the provisions of the foregoing sentence shall not apply for purposes of calculating the First Lien Leverage Ratio or the Total Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) Section 2.05(b)(i) and (iii) Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11), 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(a) 5.08.1 or (b5.08.2), as applicable, for the relevant Test Period.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary in this Agreementherein, financial ratios and tests, including the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.101.11; provided, that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section 1.101.11, when calculating (i) the Consolidated First Lien Leverage Ratio or Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,” and (ii) Section 2.05(b)(i) the Total Net Leverage Ratio for purposes of the definition of “Applicable Rate” and (iii) Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11), the events described in this Section 1.10 1.11 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial statements of the Borrower are available have been delivered to the Lenders pursuant to Section 6.01(a) or (as determined in good faith by the Borrowerb) (it being 55738387_110 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 the First Lien Leverage Ratio or the Total Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) Section 2.05(b)(i) and (iii) Section 7.11 (other than for the purpose of determining pro forma compliance with Section 7.11)the Financial Covenant at a time when no Term A Loans or Revolving Credit Exposure is outstanding and no Revolving Credit Commitment or Letter of Credit is in effect, each of which such determination shall be based on made as though the financial statements delivered pursuant to Section 6.01(a) or (b), as applicable, for Financial Covenant is in effect at the relevant Test Periodtime.

Pro Forma and Other Calculations. (a) Notwithstanding anything to the contrary in this Agreementherein, financial ratios and teststests or other calculations of financial terms, including the First Lien Consolidated Total Net Leverage Ratio, the Total Consolidated Secured Net Leverage Ratio and the Fixed Charge Interest Coverage Ratio shall be calculated in the manner prescribed by this Section 1.101.08; provided, provided that notwithstanding anything to the contrary in clauses (bSection 1.08(b), (c), (d) or (e) of this Section 1.10d), when (x) calculating the First Lien Leverage Ratio or Consolidated Total Net Leverage Ratio for purposes of (i) the definition of “Applicable Rate,ECF Percentage” (ii) Section 2.05(b)(i) and (iiiy) calculating the Consolidated Secured Net Leverage Ratio for purposes of determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with Section 7.11 (other than for and the purpose of determining pro forma compliance with Section 7.11)Commitment Fee Rate, the events described in this Section 1.10 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 2.05(a) during any fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to Section 2.05(b)(i) for any prior fiscal year) shall be given pro forma effect after such fiscal year-end and prior to the time any mandatory prepayment pursuant to Section 2.05(b)(i) is due for purposes of calculating the Consolidated Total Net Leverage Ratio for purposes of determining the Applicable ECF Percentage for such mandatory prepayment, if any. In addition, (x) whenever a financial ratio or test or other financial definition is to be calculated on a pro forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test or financial definition 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 reasonable good faith by the Borrower) and which have been delivered to the Administrative Agent (it being understood that for purposes of determining pro forma compliance 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)) and (y) in connection with any Limited Condition Transaction, for purposes of determining compliance with (1) any provision of this Agreement which requires compliance with any representations and warranties set forth herein, (2) any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom or (3) any test or covenant contained in this Agreement during any period which requires the calculation of any applicable ratios that are measured as a percentage of Consolidated EBITDA, and, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCA Election”) the date of determination for any such compliance or calculation of any such ratios shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCA Test Date”) and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent applicable date of determination ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, such ratio shall be deemed to have been complied with. For the avoidance of doubt, if the provisions Borrower has made an LCA Election and any of the foregoing sentence ratios for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio, including due to fluctuations in Consolidated EBITDA of the Borrower or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded or failed to be satisfied as a result of such fluctuations and compliance with such conditions shall not apply be tested at the time of consummation of such Limited Condition Transaction unless the Borrower elects, in its sole discretion, to test such ratios and compliance with such conditions on the date such Limited Condition Transaction is consummated. If the Borrower has made an LCA Election for purposes any Limited Condition Transaction, then in connection with any subsequent calculation of calculating the First Lien Leverage Ratio any ratio, Basket availability or the Total Leverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable Rate”, (ii) Section 2.05(b)(i) and (iii) Section 7.11 compliance with any other provision hereunder (other than for the purpose of determining pro forma actual compliance with Section 7.11)) on or following the relevant LCA Test Date and prior to the earliest of the date on which such Limited Condition Transaction is consummated, each the date the Borrower makes an election pursuant to the immediately preceding sentence or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of which such Limited Condition Transaction, any such ratio, Basket or compliance with any other provision hereunder shall be based calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the financial statements delivered pursuant use of proceeds thereof) have been consummated and if with respect to Section 6.01(aany determination or testing of any ratio with respect to any Restricted Payment, and also on a standalone basis without assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof) or (b), as applicable, for the relevant Test Periodhave been consummated.