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This excerpt taken from the WEN 8-K filed Mar 12, 2009. Pro Forma Basis” means, with respect to any determination for any period, that such determination shall be made giving pro forma effect to (i) each Permitted Acquisition for consideration in excess of $3.0 million (and any related incurrence of Indebtedness) consummated
after the first day of such period (and the RTM Acquisitions), (ii) each Sale of Business for gross proceeds in excess of $3.0 million (and any related repayment of Indebtedness) consummated after the first day of such period, (iii) each quick service restaurant location that commenced operations after the first day of such period, in each case together with all transactions relating thereto consummated during such period (including any incurrence, assumption, refinancing or
repayment of Indebtedness), (iv) the New Transactions (including the addition of additional obligors hereunder) and (v) to the extent not covered by clauses (i), (ii) and (iii), solely for purposes of determining compliance with Section 8.1(d), (h) or (i), each incurrence and repayment of Indebtedness consummated after the first day
of such period under any such Section, as if such acquisition, Sale of Business, commencement of operations, New Transactions, incurrence, repayment and related transactions had been consummated on the first day of such period, in each case based on historical results accounted for in accordance with GAAP and, to the extent applicable, reasonable assumptions that are specified in detail in the relevant Compliance Certificate, Financial Statements or other document provided to the
Administrative Agent or any Lender in connection herewith in accordance with Regulation S-X under the Securities Act, and other cost savings and pro forma adjustments reasonably acceptable to the Administrative Agent. For purposes of the foregoing determination, to the extent historical results for a quick service restaurant location described in clause (iii) above are available for less than a full fiscal year but are available for
at least a full fiscal quarter, such results shall be annualized based on the results for the fiscal quarters available (it being understood that if historical results for such location are not available for at least one full fiscal quarter, such results shall not be part of any pro forma calculation).
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