“Pro Forma Compliance Certificate” means a certificate of an officer of the Principal Borrower delivered to the Administrative Agent in connection with a Disposition and containing reasonably detailed calculations, upon giving effect to the applicable transaction on a pro forma basis, of the financial covenants set forth in [Section 7.08].

immediately after giving effect to such Acquisition (including any Credit Extensions made in connection therewith), # Borrower shall be in Pro Forma Compliance with [Section 9.2]; and # the Leverage Ratio (calculated on a Pro Forma Basis) shall not exceed then applicable maximum Leverage Ratio as set forth in [Section 9.1] minus 0.25;

make any such objection unless it has a good faith basis for believing that Borrower’s pro forma calculations are not reasonable, and that as a result thereof, Borrower will not be in Pro Forma Compliance with the financial covenants as set forth in [clause (ii)] following such proposed Acquisition; and

Subordinated Indebtedness; provided that, both immediately prior to and after giving effect (including pro forma effect) thereto, # no Default or Event of Default shall exist or would result therefrom, # the Borrower is in compliance with the Financial Covenants calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period and # in the case of any Subordinated Indebtedness incurred prior to ​, the Net Leverage Ratio shall not exceed 5.00 to 1.00 calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period;

that after giving effect to such Disposition on a Pro Forma Basis, the Borrowers shall be in compliance with [Section 7.11]; and

“Pro Forma Basis” means, with respect to any transaction, that such transaction and any related incurrence or repayment, prepayment, repurchase or other discharge of Indebtedness shall be deemed to have occurred as of the first day of the four-quarter period ending as of the most recent quarter end preceding the date of such transaction for which financial statement information is available. Each of the terms “Pro Forma Compliance” and “Pro Forma Effect” shall have an analogous meaning.

"Specified Transaction" means any Investment, Disposition, incurrence or repayment of Indebtedness, or Restricted Payment, that by the terms of this Agreement requires a test to be calculated on a "Pro Forma Basis", be given in "Pro Forma Compliance" with, or after giving "Pro Forma Effect"; provided that any increase in the Revolving Commitments above the amount of Revolving Commitments in effect on the Closing Date, for purposes of this definition, shall be deemed to be fully drawn.

in making any determination on a Pro Forma Basis, # all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any Specified Transaction, whether incurred under this Agreement or otherwise) issued, incurred, assumed or permanently repaid during such period shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period and # Interest Expense of such Person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in the preceding [clause (i)] bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods, as reasonably and in good faith calculated by the Borrower as set forth in a certificate of a Financial Officer of the Borrower.

“Pro Forma Compliance” means, at any date of determination, that ESI shall be in pro forma compliance 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 to ESI at such time, as of the last day of the most recent fiscal quarter end (computed on the basis of # balance sheet amounts as of the most recently completed 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 a Pro Forma Basis in respect of the event giving rise to such determination).

or Restricted Debt Payment, the Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recently ended Test Period, does not exceed 2.75 to 1.00.