SECTION # Pro Forma and Other Calculations.

Achieve 2015 Pro Forma Adjusted EBITDA equal to or greater than Pro Forma Adjusted EBITDA Target. Achievement of this performance target means that the Participants achieve a bonus equal to 50% of their base salary.

alter the pro rata treatment of the Banks under Section ‎2.05 or ‎2.13 or any other provision providing for pro rata treatment;

"Pro Forma Basis" means, with respect to any transaction, that such transaction shall be deemed to have occurred as of the first day of the four-quarter period (or twelve month period, as applicable) ending as of the most recent quarter end (or month end, as applicable) preceding the date of such transaction. Each of the terms "Pro Forma Compliance" and "Pro Forma Effect" shall have an analogous meaning.

SECTION # Accounting Terms; GAAP; Pro Forma Calculations 2530

“Pro Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant or calculation hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with [Section 1.08].

“Pro Forma Compliance” means, with respect to any transaction, that such transaction does not cause, create or result in a Default after giving Pro Forma Effect, based upon the results of operations for the most recently completed Measurement Period to # such transaction and # all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on or after the first day of the relevant Measurement Period.

The unaudited pro forma capitalization of ​ and its consolidated Subsidiaries as at ​ (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to # the consummation of the Refinancing and # the payment of fees and expenses in connection with the Refinancing. The Pro Forma Balance Sheet fairly presents in all material respects on a pro forma basis the estimated financial position of Company and its consolidated Subsidiaries as at ​ (subject to year-end audit adjustments and the absence of footnotes), assuming that the events specified in the preceding sentence had actually occurred at such date.

“Pro Forma Balance Sheet” has the meaning set forth in [Section 4.06(c)].

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;