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(3) since the beginning of such period any Person (that became a Restricted Subsidiary or was merged or otherwise
combined with or into the Issuer or any Restricted Subsidiary since the beginning of such period) has made any Sale or
any Purchase that would have required an adjustment pursuant to clause (1) or (2) above if made by the Issuer or a
Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period will be calculated after
giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period.
For purposes of this definition, whenever pro forma effect is to be given to an acquisition or other Investment and the
amount of income or earnings relating thereto, the pro forma calculations will be as determined in good faith by a responsible
financial or accounting Officer of the Issuer (including in respect of anticipated expense and cost reductions and synergies),
provided that such adjustments are set forth in an Officer’s Certificate signed by such Officer which states (i) the amount of
such adjustment or adjustments, (ii) that such adjustment or adjustments is based on the reasonable good faith beliefs of such
Officer at the time of such execution and (iii) that any related Incurrence of Indebtedness is permitted pursuant to the
Indenture. In addition, for purposes of this definition, in determining the amount of Indebtedness outstanding on any date of
determination, pro forma effect shall be given to any Incurrence, repayment, repurchase, defeasance or other acquisition,
retirement or discharge of Indebtedness on such date.
“Consolidated Net Income” means, for any period, net income (loss) of the Issuer and its Restricted Subsidiaries
determined on a consolidated basis on the basis of GAAP; provided, however, that there will not be included in such
Consolidated Net Income:
(1) (A) subject to the limitations contained in clause (3) below, any net income (loss) of any Person (other than the
Issuer) if such Person is not a Restricted Subsidiary, except that the Issuer’s equity in the net income of any such Person
for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents
actually distributed by such Person during such period to the Issuer or a Restricted Subsidiary as a dividend or other
distribution or return on investment (subject, in the case of a dividend or other distribution or return on investment to a
Restricted Subsidiary, to the limitations contained in clause (2) below); and (B) the Issuer’s equity in a net loss of any
such Person (other than an Unrestricted Subsidiary) for such period will be included in determining such Consolidated Net
Income;
(2) any net income (loss) of any Restricted Subsidiary if such Subsidiary is subject to restrictions, directly or indirectly,
on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the
Issuer by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree,
order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (a)
restrictions that have been waived or otherwise released, (b) restrictions pursuant to the Notes or the Indenture, (c)
restrictions in effect on the Issue Date with respect to a Restricted Subsidiary (including pursuant to the Senior Credit
Facilities) and other restrictions with respect to any Restricted Subsidiary that, taken as a whole, are not materially less
favorable to the Holders than restrictions in effect on the Issue Date and (d) restrictions as in effect on the Issue Date
specified in clause (8), or restrictions specified in clause (10), of the second paragraph of the covenant described under “—
Certain Covenants—Limitation on Restrictions on Distributions from Restricted Subsidiaries”), except that (x) the Issuer’s
equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net
Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by
such Restricted Subsidiary during such period to the Issuer or another Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause)
and (y) the Issuer’s equity in a net loss of any such Restricted Subsidiary for such period will be included in determining
such Consolidated Net Income;
(3) any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the Issuer or
any Restricted Subsidiaries which is not sold or otherwise disposed of in the ordinary course of business (as determined in
good faith by the Board of Directors of the Issuer);
(4) the cumulative effect of a change in accounting principles;
(5) any non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards;
(6) all deferred financing costs written off and premiums paid in connection with any early extinguishment of
Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness;
(7) any unrealized gains or losses in respect of Hedging Obligations;
(8) any goodwill or other intangible asset impairment charge; and
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