Common use of Calculation of Consolidated Cumulative Unadjusted EBITDA Clause in Contracts

Calculation of Consolidated Cumulative Unadjusted EBITDA. Consolidated Cumulative Unadjusted EBITDA means, with respect to Holdings for any period: A. Net income of Holdings1 and its Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP provided, however, that, without duplication, (including for purposes of determining Consolidated EBITDA), (i) non-cash extraordinary, non-recurring or unusual gains, losses, charges or expenses shall be excluded (ii) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period shall be excluded to the extent not otherwise reflected in a change to the Financial Covenant (iii) [reserved] (iv) the net income for such period of any Person that is not a Subsidiary, shall be excluded to the extent such Person is prohibited by contract (including its Organization Documents) or governmental approval (which has not been obtained), from making dividends or distributions to the Borrower or a Subsidiary; provided that Consolidated Net Income of the Borrower shall be increased by the amount of dividends or distributions or other payments that are actually paid to the Borrower or a Subsidiary thereof from a Person that is not such a Subsidiary in respect of such period (v) [reserved] (vi) [reserved] (vii) any impairment charge or asset write off or write down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded For the avoidance of doubt, Consolidated Net Income shall be calculated on a Pro Forma Basis. 1 Unless the context shall otherwise require, references to Consolidated Net Income herein shall mean Consolidated Net Income of Holdings. B. Total exclusions to consolidated net income (sum of (i)-(vii) above) C. Consolidated Net Income (result of A minus B)