“Pro Forma Basis” means, with respect to any event, that ​ is in compliance on a pro forma basis with the applicable covenant, calculation or requirement herein recomputed as if the event with respect to which compliance on a pro forma basis is being tested had occurred on the first day of the four fiscal quarter period most recently ended on or prior to such date in accordance with [Section 1.04(b)].

“Pro Forma Basis” means, with respect to any event, that ​ is in compliance on a pro forma basis with the applicable covenant, calculation or requirement herein recomputed as if the event with respect to which compliance on a pro forma basis is being tested had occurred on the first day of the four fiscal quarter period most recently ended on or prior to such date in accordance with [Section 1.04(b)].

“Pro Forma Basis” means, with respectas to any event,Person, for any events as described in [clauses (a) and (b)])] below that ​occur subsequent to the commencement of a period for which the financial effect of such events is in compliance on abeing calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma basis with the applicable covenant, calculation or requirement herein recomputedeffect to such events as if the event with respect to which compliance on a pro forma basis is being tested hadsuch events occurred on the first day of the four consecutive fiscal quarter period most recently ended on or prior tobefore the occurrence of such date in accordance with [Section 1.04(b)].event (the “Reference Period”):

“Pro Forma Basis” means,and “Pro Forma Effect” mean, with respect to compliance with any event, that ​ istest or covenant or calculation hereunder, the determination or calculation of such test, covenant or ratio (including in compliance on a pro forma basisconnection with the applicable covenant, calculation or requirement herein recomputed as if the event with respect to which compliance on a pro forma basis is being tested had occurred on the first day of the four fiscal quarter period most recently ended on or prior to such dateSpecified Transactions) in accordance with [Section 1.04(b)]08].

“Pro Forma Basis” means, with respect to any event,transaction, that ​ is in compliance on a pro forma basis with the applicable covenant, calculationsuch transaction and any related incurrence or requirement herein recomputedrepayment, prepayment, repurchase or other discharge of Indebtedness shall be deemed to have occurred as if the event with respect to which compliance on a pro forma basis is being tested had occurred onof the first day of the four fiscal four-quarter period ending as of the most recently ended on or prior torecent quarter end preceding the date of such date in accordance with [Section 1.04(b)].transaction for which financial statement information is available. Each of the terms “Pro Forma Compliance” and “Pro Forma Effect” shall have an analogous meaning.

“Pro Forma Basis” and “Pro Forma Effect” means, with respect to compliance with any event, that ​ istest, covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in compliance on a pro forma basisconnection with the applicable covenant, calculation or requirement herein recomputed as if the event with respect to which compliance on a pro forma basis is being tested had occurred on the first day of the four fiscal quarter period most recently ended on or prior to such dateSpecified Transactions) in accordance with [Section 1.04(b)]9].

“Pro Forma Basis” means, for purposes of calculating compliance with each of the financial covenants set forth in [Section 10.1] in respect of a proposed transaction, that such transaction shall be deemed to any event, that ​ is in compliance on a pro forma basis with the applicable covenant, calculation or requirement herein recomputedhave occurred as if the event with respect to which compliance on a pro forma basis is being tested had occurred onof the first day of the four fiscal-quarter period ending as of the most recent fiscal quarter end preceding the date of such transaction with respect to which ​ and holders of ​ have received the information required pursuant to [Section 7.1]. In connection with any calculation of the financial covenants set forth in [Section 10.1] upon giving effect to a transaction on a Pro Forma Basis, # any Indebtedness incurred by any Credit Party in connection with such transaction # shall be deemed to have been incurred as of the first day of the applicable period most recently ended onand # if such Indebtedness has a floating or priorformula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination, # income statement items (whether positive or negative) attributable to the Property acquired in accordance with [Section 1.04(b)].such transaction or to the Acquisition comprising such transaction, as applicable, shall be included to the extent relating to the relevant period, # in the case of a transaction constituting an Asset Disposition, income statement items attributable to the property or Persons subject to such transaction shall be excluded to the extent relating to the relevant period, and # pro forma adjustments may be included to the extent that such adjustments give effect to events that are # directly attributable to such transaction, # expected to continue to be applicable to the Credit Party, # factually supportable and # reasonably acceptable to ​.

“Pro Forma Basis” means,, “Pro Forma Compliance” and “Pro Forma Effect”: with respect to compliance with any test, financial ratio, or covenant hereunder, the determination of such calculation, test, financial ratio or covenant is made in accordance with [Section 1.3], including with respect to any event, that ​ is in compliance on a pro forma basis with the applicable covenant, calculation or requirement herein recomputed as if the event with respect to which compliance on a pro forma basis is being tested had occurred on the first day of the four fiscal quarter period most recently ended on or prior to such date in accordance with [Section 1.04(b)].Specified Transactions.

“Pro Forma Basis”Compliance” means, with respect toat any event,date of determination, that ​ isESI shall be in compliance on a pro forma basiscompliance with the covenant set forth in [Section 8.10] to the extent (unless otherwise stated herein to the contrary) that such covenant shall be applicable covenant, calculation or requirement herein recomputedto ESI at such time, as ifof the event with respect to which compliance on a pro forma basis is being tested had occurred on the firstlast day of the fourmost recent fiscal quarter periodend (computed on the basis of # balance sheet amounts as of the most recently endedcompleted fiscal quarter, and # income statement amounts for the most recently completed period of four consecutive fiscal quarters, in each case, for which financial statements shall have been delivered to the Administrative Agent and calculated on or priora Pro Forma Basis in respect of the event giving rise to such date in accordance with [Section 1.04(b)]determination).