Common use of Pro Forma Calculation Clause in Contracts

Pro Forma Calculation. (a) Notwithstanding anything to the contrary herein, the calculation of the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio on any date for any purpose under this Agreement shall be made on a Pro Forma Basis. (b) Notwithstanding anything to the contrary contained herein, in connection with any action being taken solely in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement (other than actual compliance with Section 7.06) which requires the calculation of any financial ratio or test, including the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio; (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA); or (iii) determining the accuracy of any representation or warranty or the absence of a Default or Event of Default as a condition to the Limited Condition Transaction (other than in the case of Borrowings under the Revolving Credit Facility, in which case the accuracy or compliance of any representation or warranty or the existence of any Default or Event of Default shall be determined on the date of such Borrowing); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”) the date of determination of whether any such action is permitted hereunder shall be deemed to be, (1) in the case of any acquisition (including by way of merger) or similar investment or related transaction or event (including the assumption or incurrence of Indebtedness permitted hereunder) (other than any Credit Extension under the Revolving Credit Facility), either (x) at the time the execution of the definitive agreement with respect to such acquisition or other investment or related transaction or event, or (y) the date of consummation of such acquisition or similar investment or related transaction or event, and (2) in the case of any redemption, defeasance, satisfaction and discharge or repayment of Indebtedness or Disqualified Equity Interests (including the incurrence of Indebtedness permitted hereunder) (other than any Credit Extension under the Revolving Credit Facility), either (x) at the time irrevocable notice is given for the redemption, defeasance, satisfaction and discharge or repayment of such Indebtedness or Disqualified Equity Interests or (y) the date of redemption, defeasance, satisfaction and discharge or repayment of such Indebtedness or Disqualified Equity Interests (the applicable date pursuant to clause (1) or (2), as applicable, the “LCT Test Date”), in each case, after giving effect to the relevant Limited Condition Transaction on a Pro Forma Basis. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been satisfied as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or the occurrence of any other event, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will be deemed not to have failed to have been satisfied as a result of such fluctuations or the occurrence of any other event. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any event or transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”) in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving pro forma effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated on the LCT Test Date.