Pro Forma Treatment. Each Disposition of all or substantially all of a line of business, and each Acquisition, by the Borrower and its Subsidiaries that is consummated during any Measurement Period shall, for purposes of determining compliance with the financial covenants set forth in Section 7.11, be given Pro Forma Effect as of the first day of such Measurement Period.

Pro-Forma Projections. The Borrower shall have delivered to the Administrative Agent annual pro-forma projections of financial statements (which report shall include balance sheets and statements of income (loss) and cash-flow) of the Borrower through and including the Fiscal Year ending December 30, 2023, prepared on a Consolidated basis, in form and substance satisfactory to the Administrative Agent.

Pro-Forma Projections. The Borrower shall deliver to the Administrative Agent and the Lenders, within ninety (90) days after the end of each Fiscal Year of the Borrower, annual pro-forma projections of the Companies for the then current Fiscal Year, to be in form and detail acceptable to the Administrative Agent and presented on a quarterly year-to-date basis.

For purposes of the pro-forma calculations to be made pursuant to [Sections 7.1(a), (c) and (f)])])] (and the definitions used therein), such calculations shall be adjusted by # excluding from Total Asset Value and Unencumbered Asset Value the actual value of any assets sold by the Borrower or any of its Subsidiaries since the last day of the prior fiscal quarter and # adding to Total Asset Value and Unencumbered Asset Value the actual value of any assets acquired (or to be acquired with any borrowing) by the Borrower or any of its Subsidiaries since the last day of the prior fiscal quarter.

Pro-Forma Projections. The Borrower shall have delivered to the Administrative Agent annual pro-forma projections of financial statements (which report shall include balance sheets and statements of income (loss) and cash-flow) of the Borrower through and including the Fiscal Year ending December 30, 2023, prepared on a Consolidated basis, in form and substance satisfactory to the Administrative Agent.

Pro-Forma Projections. The Borrower shall deliver to the Administrative Agent and the Lenders, within ninety (90) days after the end of each Fiscal Year of the Borrower, annual pro-forma projections of the Companies for the then current Fiscal Year, to be in form and detail acceptable to the Administrative Agent and presented on a quarterly year-to-date basis.

Pro Forma Treatment. Each Disposition of all or substantially all of a line of business, division or Person and each Acquisition or Investment by the Borrowers and its Subsidiaries that is consummated during any Measurement Period shall, for purposes of determining compliance with the financial covenants set forth in Section 7.11, for any basket, financial ratio or test and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of such Measurement Period.

For purposes of this Agreement and any other Loan Document, when determining pro forma compliance with any financial ratio hereunder (including, without limitation, the Total Leverage Ratio, Senior Secured Leverage Ratio, First Lien Secured Leverage Ratio or Interest Coverage Ratio, including for purposes of determining pro forma compliance with [Sections 8.2.15, 8.2.16 and 8.2.17]7]7]), such determination # shall be based on the most recently ended fiscal quarter for which financial statements have been delivered (or were due to be delivered) by the Borrowers in accordance with Sections 8.3.1 or 8.3.2 and # shall give pro forma effect to all issuances, incurrences or assumptions of Indebtedness (with any such Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms) and all dispositions of any equity interests in a Subsidiary or all or substantially all the assets of a Subsidiary or division or line of business of a Subsidiary outside the ordinary course of business (and any related prepayments or repayments of Indebtedness); provided that, such pro forma calculations shall be subject to the requirements set forth in the definition of Consolidated Adjusted EBITDA for purposes of making adjustments to Consolidated EBITDA to omit the financial performance of the entity or assets sold or disposed of in a Specified Asset Sale.

Pro Forma Treatment. Each Disposition of a Subsidiary or of all or substantially all of a line of business, and each Acquisition, by the Company and its Subsidiaries that is consummated during any four (4) fiscal quarter period shall, for purposes of determining the Consolidated Debt to EBITDA Ratio and the Consolidated Interest Coverage Ratio, be given Pro Forma Effect as of the first day of such four (4) fiscal quarter period.

For purposes of the pro-forma calculations to be made pursuant to [Sections 7.1(a), (c) and (f)])] (and the definitions used therein), such calculations shall be adjusted by # excluding from Total Asset Value and Unencumbered Asset Value the actual value of any assets sold by the Borrower or any of its Subsidiaries since the last day of the prior fiscal quarter and # adding to Total Asset Value and Unencumbered Asset Value the actual value of any assets acquired (or to be acquired with any borrowing) by the Borrower or any of its Subsidiaries since the last day of the prior fiscal quarter.