Common use of Certain Calculations Clause in Contracts

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), EBITDA and the components of Interest Expense shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer of the Borrower) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties which shall be reformulated as if such Subject Transaction, and any Debt incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances incurred during such period).

Certain Calculations. (i) With respect to any period during which (x) a Permitted Acquisition, an Asset Sale or a Qualified MLP IPO Acquisition has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including6.6, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Consolidated EBITDA and the components of Interest Expense shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out in the following manner: Consolidated EBITDA will be increased by 100% of events which are directly attributable to a specific transactionthe Consolidated EBITDA, are factually supportable and are expected to have a continuing impactif positive, or reduced by 100% of the Consolidated EBITDA, if negative, in each case determined on a basis consistent as calculated with Article 11 of Regulation S-X promulgated under respect to the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer of the Borrower) entity or assets being acquired using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary such entity and the consolidated financial statements of the Loan Parties Company and its 76 83 Subsidiaries which shall be reformulated as if such Subject Transactiontransaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Consolidated EBITDA shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Consolidated EBITDA to account for expected improvements in operations) using the historical financial statements of any business sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such period.

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, an Asset Sale or a Qualified MLP IPO any prepayments of the Term Loans under Section 2.13 or 2.14 hereof has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including6.7, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Consolidated Adjusted EBITDA and the components of Adjusted Consolidated Interest Expense shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent accordance with Article 11 of Regulation S-X promulgated under the Securities Act and or as interpreted by otherwise reasonably satisfactory to the staff of the Securities and Exchange CommissionAdministrative Agent, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which but in any case such pro forma adjustments shall be certified by a Financial Officer the chief financial officer of the Borrower) using the historical audited financial statements or other financial data reasonably acceptable to the Administrative Agent of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances incurred Loans during such period); provided that, for the purpose of calculating Consolidated Net Income or Consolidated Adjusted EBITDA included in the definition of Consolidated Excess Cash Flow in connection with any such Subject Transaction, the Acquisition or any acquisition completed prior to the Closing Date, the income (or loss) of any Person or business accrued prior to the date it becomes a Subsidiary of Borrower, shall not be included.

Certain Calculations. (i) With respect to any period during which (x) a Permitted Acquisition, an Asset Sale or a Qualified MLP IPO Acquisition has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including6.7, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Annualized Consolidated EBITDA and the components of Interest Expense Pro Forma Consolidated Debt Service shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out in the following manner: Consolidated EBITDA will be increased by 100% of events which are directly attributable to a specific transactionthe Consolidated EBITDA, are factually supportable and are expected to have a continuing impactif positive, or reduced by 100% of the Consolidated EBITDA, if negative, in each case determined on a basis consistent as calculated with Article 11 of Regulation S-X promulgated under respect to the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer of the Borrower) entity or assets being acquired using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary such entity and the consolidated financial statements of the Loan Parties Company and its Subsidiaries which shall be reformulated as if such Subject Transactiontransaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period, taking into account all Hedge Agreements, if any, applicable thereto); and all such pro forma adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to any period during which an Asset Sale has occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.7, Annualized Consolidated EBITDA and the components of Pro Forma Consolidated Debt Service shall be calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Annualized Consolidated EBITDA and the components of Pro Forma Consolidated Fixed Charges to account for expected improvements in operations) using the historical financial statements of any business sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such transaction, and any Indebtedness repaid in connection therewith, had been repaid at the beginning of such period.

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, the Gains Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including6.8, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Consolidated Adjusted EBITDA and the components of Interest Expense Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of the BorrowerCompany and shall be reasonably satisfactory to Syndication Agent, Administrative Agent and Requisite Lenders, which consent shall not be unreasonably withheld or delayed (it being understood that failure to respond within five (5) Business Days shall be deemed approval of such adjustments)) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Company and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period).

Certain Calculations. (i) With respect to any period during which (x) a any Permitted Acquisition, an Asset Sale Acquisition occurs or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary any business of any other Person is acquired by the Company or any of its Subsidiaries as permitted pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 (each, a “Subject Transaction”)terms hereof, for purposes of determining compliance or Pro Forma Compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (includingsubsection 7.6, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Consolidated Adjusted EBITDA and the components of Consolidated Interest Expense shall be calculated with respect to such period periods and such Permitted Acquisition or business on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case case, determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring chargesAct, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of the BorrowerCompany) using the historical audited financial statements of any all entities or business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Company and its Subsidiaries which shall be reformulated (a) as if such Subject Transactionacquisition, and any Debt acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewithwith any such acquisition, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances incurred Loans during such period), and (b) otherwise in conformity with such procedures as may be agreed upon between the Administrative Agent and the Company, all such calculations to be in form and substance satisfactory to the Administrative Agent. (ii) With respect to any period during which any Subsidiary of the Company or any business of the Company or any of its Subsidiaries is sold or otherwise disposed of, for purposes of determining compliance with the financial covenants set forth in this subsection 7.6, Consolidated Adjusted EBITDA and Consolidated Interest Expense shall be calculated with respect to such periods and such Subsidiaries or businesses on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case, determined on a basis consistent with Article 11 of Regulation S-X under the Securities Act, which pro forma adjustments shall be certified by the chief financial officer of the Company) using the consolidated financial statements of the Company and its Subsidiaries which shall be reformulated (a) as if such sale or disposition, and any sales or dispositions which have been consummated during such period, and any Indebtedness or other liabilities assumed by the acquirer thereof in connection with any such sale or disposition, had been consummated or assumed at the beginning of such period, and (b) otherwise in conformity with such procedures as may be agreed upon between the Administrative Agent and the Company, all such calculations to be in form and substance satisfactory to the Administrative Agent.

Certain Calculations. (i) With respect to calculations of Consolidated Adjusted EBITDA for any four-Fiscal Quarter period including the Closing Date, such calculations shall be made assuming that Consolidated Adjusted EBITDA for each of the applicable Fiscal Quarters ending prior to the Closing Date is as set forth on Schedule 7.6E annexed hereto. (ii) With respect to any period during which (x) a Permitted Acquisitionnew Subsidiaries, an Asset Sale assets or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary businesses are acquired pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 (each, a “Subject Transaction”subsection 7.7(vii), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (includingsubsection 7.6, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Consolidated Adjusted EBITDA and the components of Consolidated Interest Expense shall be calculated with respect to such period periods and such Subsidiaries, assets or businesses on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under of the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, Commission prior to December 1996 which would include cost savings resulting from head count reductionreductions, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of the BorrowerCompany) using the historical audited financial statements of any business all entities or assets so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Company and its Subsidiaries which shall be reformulated (a) as if such Subject Transactionacquisition, and any Debt acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances incurred Loans during such period), and (b) otherwise in conformity with certain procedures to be agreed upon between Administrative Agent and Company, all such calculations to be in form and substance satisfactory to Administrative Agent.

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including6.8, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Consolidated Adjusted EBITDA and the components of Interest Expense shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of the BorrowerCompany) using the historical audited financial statements statements, to the extent available, of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period); provided, however, calculations of pro forma Consolidated Adjusted EBITDA with respect to a Permitted Acquisition, the aggregate consideration for which constitutes $7,500,000 or less, shall be based on reasonable estimations made by Company of such pre-acquisition EBITDA based on actual pre-acquisition revenues; provided, further that, such Consolidated Adjusted EBITDA shall not exceed in such case 20% of such actual pre-acquisition revenues.

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and 6.7 (but not, except with respect to the Leverage Ratio set forth in Section 5.10 (including, without limitationAcquisition, for purposes of determining pro forma compliance with the Financial Covenants Applicable Margin or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be requiredApplicable Revolving Commitment Fee Percentage), Consolidated Adjusted EBITDA and the components of Interest Expense shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis (i) consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include Commission or (ii) reflecting cost savings resulting from head count reductiondirectly attributable to such Subject Transaction and that are related to actions implemented or to be implemented, closure that are of facilities a type reasonably expected to be realized within one year of the date of such Subject Transaction and similar restructuring chargesthat are supportable and quantifiable by the underlying accounting records of such business or otherwise factually supportable and reasonably identifiable, which pro forma adjustments shall be in each case, as certified by a Financial Officer the chief financial officer of the BorrowerBorrower and otherwise reasonably satisfactory to Administrative Agent) using the historical audited (audited, if available) financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, Transaction and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period).

Certain Calculations. With respect to any period during -------------------- which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “"Subject Transaction”"), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including6.8, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Consolidated Adjusted EBITDA and the components of Interest Expense Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of Company and shall be reasonably satisfactory to the BorrowerSyndication Agent, the Administrative Agent and Requisite Lenders, which consent shall not be unreasonably withheld or delayed (it being understood that failure to respond within five (5) Business Days shall be deemed approval of such adjustments)) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Company and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period).

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, an Asset Sale or a Qualified MLP IPO any prepayments of the Term Loans under Section 2.13 or 2.14 hereof has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including6.7, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Consolidated Adjusted EBITDA and the components of Adjusted Consolidated Interest Expense shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent accordance with Article 11 of Regulation S-X promulgated under the Securities Act and or as interpreted by otherwise reasonably satisfactory to the staff of the Securities and Exchange CommissionAdministrative Agent, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which but in any case such pro forma adjustments shall be certified by a Financial Officer the chief financial officer of the Borrower) using the historical audited financial statements or other financial data reasonably acceptable to the Administrative Agent of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances incurred Loans during such period); provided that, for the purpose of calculating Consolidated Net Income or Consolidated Adjusted EBITDA included in the definition of Consolidated Excess Cash Flow in connection with any such Subject Transaction, the Third Wave Acquisition, the Third Wave Merger or any acquisition completed prior to the Restatement Date, the income (or loss) of any Person or business accrued prior to the date it becomes a Subsidiary of the Borrower, shall not be included.

Certain Calculations. (i) With respect to any period during which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including6.8, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Adjusted EBITDA and the components of Interest Expense shall be calculated with respect to such period on a pro forma basis (including (x) pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring chargescharges and applicable interest expense shall be calculated with respect to such period on a pro rata basis, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of Xerium and (y) such other adjustments that are acceptable to the BorrowerAdministrative Agent) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Xerium and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Term Loans incurred during such period). (ii) Whenever pro forma effect is to be given to any transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Xerium. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Xerium to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Certain Calculations. (i) With respect to any period during which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants any financial ratios set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (includingAgreement, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Adjusted EBITDA and the components of Interest Expense shall be calculated with respect to such period on a pro forma basis (including (x) pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and identifiable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring chargescharges and applicable interest expense shall be calculated with respect to such period on a pro rata basis, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer or treasurer of the BorrowerLead Borrower and (y) such other adjustments not addressed in preceding clause (x) in an aggregate amount not to exceed 10% of the Adjusted EBITDA of the Lead Borrower and its Subsidiaries for the period of four most recent consecutive Fiscal Quarters for which financial statements have been delivered in accordance with Section 5.1 (calculated without giving any effect to pro forma adjustments in accordance with the foregoing clause (x) or this clause (y)) that are acceptable to the Administrative Agent) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Lead Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period). 1. Whenever pro forma effect is to be given to any transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Lead Borrower. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”"SUBJECT TRANSACTION"), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and 6.8 (but not for purposes of determining the Leverage Ratio set forth in Section 5.10 (including, without limitation, for determining pro forma compliance with the Financial Covenants Applicable Margin or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be requiredApplicable Commitment Fee Percentage), Consolidated Adjusted EBITDA and the components of Interest Expense shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of the BorrowerCompany) using the historical audited financial statements statements, to the extent available, of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period); provided, however, calculations of pro forma Consolidated Adjusted EBITDA with respect to a Permitted Acquisition, the aggregate consideration for which constitutes $3,000,000 or less, shall be based on reasonable estimations made by Company of such pre-acquisition EBITDA based on actual pre-acquisition revenues; provided, further that, such Consolidated Adjusted EBITDA shall not exceed in such case 20% of such actual pre-acquisition revenues.

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including8.11, without limitationEligible Recurring Net Revenue, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required)Merchant Volume Attrition Rate, EBITDA and the components of Interest Expense Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted approved by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer of the BorrowerAdministrative Agent in its sole discretion) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated and consolidating financial statements of the Loan Parties Intermediate Holding Company and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period Measurement Period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Term Loans incurred during such period). For the purposes of determining compliance with the covenant set forth in Section 8.11(c) following consummation of a Permitted Acquisition, each of the minimum Eligible Recurring Net Revenue amounts set forth in Section 8.11(c) shall be increased by 100% of Eligible Recurring Net Revenue of the entity or assets being acquired for the four quarter period most recently ended prior to the consummation of such Permitted Acquisition.

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, an Acquisition or Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 (each, a “Subject Transaction”)occurs, for purposes of determining compliance with the Financial Covenants set forth in this Section 8.04 and the Leverage Ratio covenants set forth in Section 5.10 (including7.1, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with of calculating the Financial Covenants may be required)financial ratios used in Sections 7.7, 7.8(i) and Annex A, Consolidated EBITDA and the components of Interest Expense Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act of 1933, as amended, and as interpreted by the staff of the Securities and Exchange CommissionSEC, which would include cost savings resulting from head count reductionreductions, closure of facilities and similar restructuring charges, (which pro forma adjustments shall be certified by a the Chief Financial Officer of the Borrower) ), using the historical audited financial statements of any the Person or business so acquired or sold or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Borrower and its Subsidiaries which shall be reformulated as if such Subject TransactionPermitted Acquisition or Asset Sale, and any Debt Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition or sale had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition Permitted Acquisition or Asset Sale, at the weighted average of the interest rates applicable to outstanding Advances incurred Loans during such period), all such calculations to be in form and substance reasonably satisfactory to the Administrative Agent.

Certain Calculations. (i) With respect to any period during which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including6.8, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Adjusted EBITDA and the components of Interest Expense shall be calculated with respect to such period on a pro forma basis (including (x) pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring chargescharges and applicable interest expense shall be calculated with respect to such period on a pro rata basis, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of Xerium and (y) such other adjustments that are acceptable to the BorrowerAdministrative Agent) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Xerium and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period). (ii) Whenever pro forma effect is to be given to any transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Xerium. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Xerium to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 (each, a “Subject Transaction”)Acquisition occurs, for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 SECTION 6.6, Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDAR and the Leverage Ratio set forth in Section 5.10 (including, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), EBITDA and the components of Interest Expense Consolidated Fixed Charges shall be calculated with respect to such period periods and the business or Person acquired on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer of the Borrower) using the historical audited financial statements of any the business or Person acquired, so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Company and its Subsidiaries which shall be reformulated (i) as if such Subject TransactionPermitted Acquisition, and any Debt Permitted Acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewithwith any such Permitted Acquisition, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances incurred Loans during such period), and (ii) otherwise in conformity with certain procedures to be agreed upon between Administrative Agent and Company, all such calculations to be in form and substance reasonably satisfactory to Administrative Agent.

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 (each, a “Subject Transaction”)Acquisition occurs, for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 subsection 7.6 and the Leverage Ratio set forth in Section 5.10 (including, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required2.4(B), Consolidated Adjusted EBITDA and the components of Consolidated Interest Expense shall be calculated with respect to such period periods and such New Business on a pro forma basis (including (i) pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange CommissionCommission as of January 1, which would include 1997, and (ii) cost savings resulting from head count reduction, closure of facilities and similar restructuring chargescharges whether (x) resulting from decisions made by Company or (y) implemented by the management of the New Business within the six-month period immediately preceding the closing of such Permitted Acquisition (provided that the cost savings described in clause (y) are supportable and quantifiable by the underlying accounting records of such business), which pro forma adjustments shall be certified by a Financial Officer the principal financial officer or principal 122 accounting officer of the BorrowerCompany) using the historical audited financial statements of any business the New Business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Holdings and its Subsidiaries which shall be reformulated (i) as if such Subject TransactionPermitted Acquisition, and any Debt acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period), and (ii) otherwise in conformity with certain procedures to be agreed upon between Administrative Agent and Company, all such calculations to be in form and substance reasonably satisfactory to Administrative Agent.

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”"SUBJECT TRANSACTION"), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including6.8, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Consolidated Adjusted EBITDA and the components of Interest Expense shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of the BorrowerCompany) using the historical audited financial statements statements, to the extent available, of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period); PROVIDED, HOWEVER, calculations of pro forma Consolidated Adjusted EBITDA with respect to a Permitted Acquisition, the aggregate consideration for which constitutes $7,500,000 or less, shall be based on reasonable estimations made by Company of such pre-acquisition EBITDA based on actual pre-acquisition revenues; PROVIDED, FURTHER that, such Consolidated Adjusted EBITDA shall not exceed in such case 20% of such actual pre-acquisition revenues.

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and 6.7 (but not for purposes of determining the Leverage Ratio set forth in Section 5.10 (including, without limitation, for determining pro forma compliance with the Financial Covenants Applicable Margin or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be requiredApplicable Revolving Commitment Fee Percentage), Consolidated Adjusted EBITDA and the components of Consolidated Interest Expense shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of the Borrower) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period).

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, an Acquisition or Asset Sale or a Qualified MLP IPO has occurred, (yInvestment under Section 7.8(n) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 (each, a “Subject Transaction”)occurs, for purposes of determining compliance with the Financial Covenants set forth in this Section 8.04 and the Leverage Ratio covenant set forth in Section 5.10 (including, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required7.1(a), Consolidated EBITDA and the components of Interest Expense Consolidated Leverage Ratio shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act of 1933, as amended, and as interpreted by the staff of the Securities and Exchange CommissionSEC, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, (which pro forma adjustments shall be certified by a the Chief Financial Officer of the Borrower) ), using the historical audited financial statements of any the Person or business so acquired or sold or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Borrower and its Restricted Subsidiaries which shall be reformulated as if such Subject TransactionPermitted Acquisition or Asset Sale, and any Debt Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition or sale had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition Permitted Acquisition or Asset Sale, at the weighted average of the interest rates applicable to outstanding Advances incurred Loans during such period; provided that if such assumed Indebtedness is to remain as permanent financing, the actual interest rate will be used in the calculation), all such calculations to be in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that with the written consent of the Administrative Agent, the Borrower shall also be permitted to make certain normalizing adjustments to Capital Expenditures.

Certain Calculations. (i) With respect to any period during which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 6.8 and the Leverage Ratio set forth calculation in Section 5.10 (including, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required6.1(k), Consolidated Adjusted EBITDA and the components of Interest Expense Consolidated Fixed Charges, as applicable, shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities Facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of the BorrowerCompany) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period. (ii) With respect to any period commencing prior to the Closing Date, for purposes of determining compliance with the financial covenants set forth in this Section 6.8, Consolidated Adjusted EBITDA shall be calculated with respect to the portion of such period prior to the Closing Date based on the historical Consolidated Adjusted EBITDA of the Company during such time, Consolidated Capital Expenditures shall be calculated with respect to the portion of such period prior to the Closing Date based on the historical Consolidated Capital Expenditures of the Company during such time, and the other components of Consolidated Fixed Charges (other than Consolidated Interest Expense) shall be calculated with respect to the portion of such period prior to the Closing Date on a pro forma basis as if the Closing Date occurred on the first day of such period. (iii) With respect to any period commencing prior to the Closing Date, for purposes of determining compliance with the financial covenants set forth in this Section 6.8, Consolidated Interest Expense shall be calculated with respect to the portion of such period prior to the Closing Date on a pro forma basis as if the Closing Date occurred on the first day of such period (and assuming that the Indebtedness incurred on the Closing Date was incurred on the first day of such Debt period and, such Indebtedness bears interest during any the portion of the applicable measurement such period prior to the relevant acquisition Closing Date at the weighted average of the interest rates applicable to outstanding Advances incurred Indebtedness during the portion of such periodperiod on and after the Closing Date and that no Indebtedness was repaid during the portion of such period prior to the Closing Date).

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”"SUBJECT TRANSACTION"), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 6.8 (but not for purposes of determining the Applicable Margin, Applicable Commitment Fee Percentage and the Leverage Ratio set forth in Section 5.10 (including, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be requiredExcess Cash Flow), Consolidated Adjusted EBITDA and the components of Interest Expense Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer of the Borrower) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Holdings and its Subsidiaries, which shall be reformulated adjusted as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (period. In making such calculations, pro forma effect shall be given to items that are directly attributable to a specific transaction, are factually supportable and assuming that are expected to have a continuing impact on Holdings and its Subsidiaries, in each case as reasonably acceptable to or required by Administrative Agent and Syndication Agent. For purposes of determining compliance with the financial covenants set forth in this Section 6.8, if any Indebtedness bears a floating rate of interest, the interest expense on such Debt bears interest during any portion Indebtedness will be calculated as if the rate in effect as of the last day of the applicable measurement period prior had been the applicable rate for the entire period (taking into account any Hedge Agreement applicable to the relevant acquisition such Indebtedness if such Hedge Agreement has a remaining term as at the weighted average last day of the interest rates applicable to outstanding Advances incurred during such periodperiod in excess of 12 months).

Certain Calculations. (i) With respect to any period during which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio 6.8 or with any other financial ratios set forth in Section 5.10 (includingthis Agreement, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Adjusted EBITDA and the components of Interest Expense shall be calculated with respect to such period on a pro forma basis (including (x) pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring chargescharges and applicable interest expense shall be calculated with respect to such period on a pro rata basis, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of Xerium and (y) such other adjustments in an aggregate amount not to exceed 10% of the BorrowerAdjusted EBITDA of Xerium and its Subsidiaries for the period of four most recent consecutive Fiscal Quarters for which financial statements have been delivered in accordance with Section 5.1 (calculated without giving any effect to pro forma adjustments in accordance with the foregoing clause (x)) that are acceptable to the Administrative Agent) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Xerium and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period). (ii) Whenever pro forma effect is to be given to any transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Xerium. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Xerium to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Certain Calculations. With respect to any period during which (x) a Permitted AcquisitionCredit Extension, a Restricted Payment or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary Investment pursuant to Section 8.01(u6.5(c) or Section 6.5(i) is made, or during which Borrower has otherwise acquired or disposed of any Capital Stock in a Restricted Operating Company Subsidiary, a Borrower or any of its Restricted Subsidiaries has acquired or disposed of, or there is an Abandonment with respect to, any property with a value in excess of fifty million Dollars (z$50,000,000) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including6.6, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), EBITDA and the components of Interest Expense Borrower Cash Flow shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring chargesSEC, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of the BorrowerBorrowers (or officer or representative with similar responsibilities)) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold (or designated deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be designated as an Unrestricted Subsidiary annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers and the Loan Parties Restricted Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition such Subject Transaction at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period). Notwithstanding the foregoing, if a Borrower or any of its Restricted Subsidiaries has acquired, disposed of, or effected an Abandonment with respect to, any property with a value that does not exceed fifty million Dollars ($50,000,000), Borrowers shall be permitted (but shall not be required) to give such pro forma effect to such acquisition, disposition or Abandonment. For purposes of determining Available Cash solely for the calculation of the ratios set forth in this Section 6.6, distributions of Available Cash (other than Qualifying Cash) in respect of such Project or business made during the Ramp-up Phase of such Project or business shall be annualized by the amount of any such distributions multiplied by a fraction, the numerator of which is twelve (12) and the denominator of which is the number of months from and including the beginning of such Ramp-up Phase. Such annualization of such distributions shall be net of any previous annualization made during such Ramp-up Phase (e.g., and for indicative purposes only (x) in the case of a distribution of $100 in respect of the first month of the Ramp-up Phase, annualized Available Cash shall be $1,200; (y) in the case of distributions of $100 in respect of the first month and $90 in respect of the second month of the Ramp-up Phase, annualized Available Cash shall be $1140; and (z) in the case of a distribution of $300 in the aggregate in respect of the first three months of the Ramp-up Phase, annualized Available Cash shall be $1,200).

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, an Asset Sale or a Qualified MLP IPO has occurredAcquisition (including the transactions contemplated by the RCP Acquisition Documents, (ythe Five Points Acquisition Documents and, the TrueBridge Acquisition Documents and the Enhanced Capital Acquisition Documents) a subsidiary has been designated an Unrestricted Subsidiary or Investment made pursuant to Section 8.01(u6.7(f) or (zh) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including, without limitation, for determining 6.8 or compliance on a pro forma compliance basis with the Financial Covenants such financial covenants or for determining compliance with satisfaction of any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required)financial test under this Agreement, EBITDA Consolidated Adjusted EBITDA, and the components of Interest Expense Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out each of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Chief Financial Officer of the BorrowerParent and shall be determined reasonably and in good faith) using the historical audited financial statements of any business so or assets sold or to be sold, or acquired or to be acquired or sold or to be sold or designated or to be designated acquired, as an Unrestricted Subsidiary the case may be, and the consolidated financial statements of the Loan Parties Parent and its Subsidiaries, which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition Subject Transaction at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period)., it being agreed however that the pro forma increase to Consolidated Adjusted EBITDA resulting from the Five Points Acquisition, the TrueBridge Acquisition and the Enhanced Capital Acquisition, in each case, shall be deemed to be as follows for each relevant period:

Certain Calculations. (i) With respect to any period during which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including6.8, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Adjusted EBITDA and the components of Interest Expense shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of the BorrowerXerium) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Xerium and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period). (ii) Whenever pro forma effect is to be given to any transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Xerium. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Xerium to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and the Leverage Ratio set forth in Section 5.10 (including6.8, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required), Consolidated Adjusted EBITDA and the components of Interest Expense shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of the BorrowerCompany) using the historical audited financial statements statements, to the extent available, of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period); provided, however, calculations of pro forma Consolidated Adjusted EBITDA with respect to a Permitted Acquisition, the aggregate consideration for which constitutes $10,000,000 or less, shall be based on reasonable estimations made by Company of such pre-acquisition EBITDA based on actual pre-acquisition revenues; provided, further that, such Consolidated Adjusted EBITDA shall not exceed in such case 22% of such actual pre-acquisition revenues.

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, Acquisition or an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 occurred (each, a “Subject Transaction”"), for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 and 6.7 (but not for purposes of determining the Leverage Ratio set forth in Section 5.10 (including, without limitation, for determining pro forma compliance with the Financial Covenants Applicable Margin or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be requiredApplicable Revolving Commitment Fee Percentage), Consolidated Adjusted EBITDA and the components of Interest Expense shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include include, in each case to the extent consistent with Regulation S-X, cost savings resulting from head count reduction, closure of facilities facilities, elimination of organizational and operational duplication, cost savings from economies of scale (e.g. reductions in purchasing costs, etc.) and similar restructuring charges, which pro forma adjustments shall be certified by a Financial Officer the chief financial officer of the BorrowerHoldings) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Debt Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances Loans incurred during such period).

Certain Calculations. With respect to any period during which (x) a Permitted Acquisition, an Asset Sale or a Qualified MLP IPO has occurred, (y) a subsidiary has been designated an Unrestricted Subsidiary pursuant to Section 8.01(u) or (z) the Borrower incurs New Working Capital Commitments or New Term Loan Commitments pursuant to Section 5.10 (each, a “Subject Transaction”)Acquisition occurs, for purposes of determining compliance with the Financial Covenants financial covenants set forth in this Section 8.04 subsection 7.6 and the Leverage Ratio set forth in Section 5.10 (including, without limitation, for determining pro forma compliance with the Financial Covenants or for determining compliance with any other covenants hereunder and for all purposes that pro forma compliance with the Financial Covenants may be required2.4(B), Consolidated Adjusted EBITDA and the components of Consolidated Interest Expense shall be calculated with respect to such period periods and such New Business on a pro forma basis (including (i) pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange CommissionCommission as of January 1, which would include 1997, and (ii) cost savings resulting from head count reduction, closure of facilities and similar restructuring chargescharges whether (x) resulting from decisions made by Company or (y) implemented by the management of the New Business within the six-month period immediately preceding the closing of such Permitted Acquisition (provided that the cost savings described in clause (y) are supportable and quantifiable by the underlying accounting records of such business), which pro forma adjustments shall be certified by a Financial Officer the principal financial officer or principal accounting officer of the BorrowerCompany) using the historical audited financial statements of any business the New Business so acquired or to be acquired or sold or to be sold or designated or to be designated as an Unrestricted Subsidiary and the consolidated financial statements of the Loan Parties Holdings and its Subsidiaries which shall be reformulated (i) as if such Subject TransactionPermitted Acquisition, and any Debt acquisitions which have been consummated during such period, and any Indebtedness or other liabilities incurred or repaid in connection therewith, with any such acquisition had been consummated or incurred or repaid at the beginning of such period (and assuming that such Debt Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Advances incurred during Loans as of the date of calculation of such periodpro forma adjustments), and (ii) otherwise in conformity with certain procedures to be agreed upon 138 between Administrative Agent and Company, all such calculations to be in form and substance reasonably satisfactory to Administrative Agent.