Common use of Certain Calculations Clause in Contracts

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 ($50,000,000) (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.6, 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 SEC, which pro forma adjustments shall be certified by the chief financial officer of Borrowers (or officer or representative with similar responsibilities)) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers and the Restricted Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction at the weighted average of the interest rates applicable to outstanding 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 any repayment of Indebtednessa Permitted Acquisition, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 Asset Sale or any prepayments of its Restricted Subsidiaries the Term Loans under Section 2.13 or 2.14 hereof has acquired or disposed of, or there is an Abandonment with respect to, any property with a value in excess of fifty million Dollars ($50,000,000) occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.7, Borrower Cash Flow 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 SECAdministrative Agent, which but in any case such pro forma adjustments shall be certified by the chief financial officer of Borrowers (or officer or representative with similar responsibilities)the Borrower) using the historical 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 deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers the Borrower and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding ; provided that, for the foregoingpurpose 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, if a Borrower the Acquisition or any acquisition completed prior to the Closing Date, the income (or loss) of its Restricted Subsidiaries has acquiredany Person or business accrued prior to the date it becomes a Subsidiary of Borrower, 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)included.

Certain Calculations. (i) With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Permitted Acquisition 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 ($50,000,000) (each, a “Subject Transaction”)occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.6, Borrower Cash Flow Consolidated EBITDA 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 SEC, which pro forma adjustments shall be certified by the chief financial officer of Borrowers (entity or officer or representative with similar responsibilities)) assets being acquired using the historical financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) entity and the consolidated financial statements of Borrowers Company and the Restricted its 76 83 Subsidiaries which shall be reformulated as if such Subject Transactiontransaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding the foregoing, taking into account all Hedge Agreements, if a Borrower or any of its Restricted Subsidiaries has acquiredany, disposed of, or effected an Abandonment with respect to, any property with a value that does not exceed fifty million Dollars ($50,000,000applicable thereto), Borrowers shall be permitted (but shall not be required) to give ; and all such pro forma effect adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to such acquisitionany period during which an Asset Sale has occurred, disposition or Abandonment. For for purposes of determining Available Cash solely for compliance with the calculation of the ratios financial covenants 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 Consolidated EBITDA shall be annualized by 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 amount historical financial statements of any such distributions multiplied by a fraction, the numerator of which is twelve (12) business sold or to be sold and the denominator consolidated financial statements of Company and its Subsidiaries which is the number of months from shall be reformulated as if such transaction, and including any Indebtedness repaid in connection therewith, had been repaid at 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)period.

Certain Calculations. (i) With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Permitted Acquisition 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 ($50,000,000) (each, a “Subject Transaction”)occurred, for purposes of determining compliance with the financial covenants set forth in this Section 6.66.7, Borrower Cash Flow 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 (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 SEC, which pro forma adjustments shall be certified by the chief financial officer of Borrowers (entity or officer or representative with similar responsibilities)) assets being acquired using the historical financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) entity and the consolidated financial statements of Borrowers Company and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transactiontransaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding the foregoing, taking into account all Hedge Agreements, if a Borrower or any of its Restricted Subsidiaries has acquiredany, disposed of, or effected an Abandonment with respect to, any property with a value that does not exceed fifty million Dollars ($50,000,000applicable thereto), Borrowers shall be permitted (but shall not be required) to give ; and all such pro forma effect adjustments shall be accompanied by a Financial Officer Certification. (ii) With respect to such acquisitionany period during which an Asset Sale has occurred, disposition or Abandonment. For for purposes of determining Available Cash solely for compliance with the calculation of the ratios financial covenants set forth in this Section 6.66.7, distributions Annualized Consolidated EBITDA and the components 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 Pro Forma Consolidated Debt Service shall be annualized by calculated with respect to such period on a pro forma basis (without giving effect to adjustments to increase Annualized Consolidated EBITDA and the amount components of Pro Forma Consolidated Fixed Charges to account for expected improvements in operations) using the historical financial statements of any such distributions multiplied by a fraction, the numerator of which is twelve (12) business sold or to be sold and the denominator consolidated financial statements of Company and its Subsidiaries which is the number of months from shall be reformulated as if such transaction, and including any Indebtedness repaid in connection therewith, had been repaid at 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)period.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 ($50,000,000) (each, a “Subject Transaction”)-------------------- Permitted Acquisition occurs, for purposes of determining compliance with the financial covenants set forth in this Section 6.6subsection 7.6, Borrower Consolidated Adjusted EBITDA and Consolidated Cash Flow Interest Expense shall be calculated with respect to such period periods and such New 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 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 SECSecurities and Exchange Commission as of January 1, 1997, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges whether (x) resulting from decisions made by Holdings or 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 the chief principal financial officer or principal accounting officer of Borrowers (or officer or representative with similar responsibilities)Holdings) using the historical financial statements of any business the New Business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted its Subsidiaries which shall be reformulated (i) as if such Subject TransactionPermitted Acquisition, and any 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 Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding 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 (xii) otherwise in the case of a distribution of $100 conformity with certain procedures to be agreed upon between Administrative Agent, Holdings and Company, all such calculations to be 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 form 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)substance reasonably satisfactory to Administrative Agent.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Asset Sale or Investment pursuant to under Section 6.5(c7.8(n) 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 ($50,000,000) (each, a “Subject Transaction”)occurs, for purposes of determining compliance with the financial covenants covenant set forth in this Section 6.67.1(a), Borrower Cash Flow Consolidated EBITDA and the components of 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 SEC, (which pro forma adjustments shall be certified by the chief financial officer Chief Financial Officer of Borrowers (or officer or representative with similar responsibilitiesthe Borrower)) , using the historical financial statements of any the Person or business so acquired or sold or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers the Borrower and the its Restricted Subsidiaries which shall be reformulated as if such Subject TransactionPermitted Acquisition or Asset Sale, and any 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 Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant Permitted Acquisition or Asset Sale, at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding ; provided that if such assumed Indebtedness is to remain as permanent financing, 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 ($50,000,000actual interest rate will be used in the calculation), Borrowers 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 (but shall not be required) to give such pro forma effect make certain normalizing adjustments 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)Capital Expenditures.

Certain Calculations. (i) With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “Subject Transaction”), for purposes of determining compliance with the any financial covenants ratios set forth in this Section 6.6Agreement, Borrower Cash Flow Adjusted EBITDA 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 SECSecurities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges 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 the chief financial officer or treasurer of Borrowers the Lead 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 officer or representative with similar responsibilitiesthis 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 deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers the Lead Borrower and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). 1. 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 Whenever pro forma effect is to such acquisitionbe given to any transaction, disposition the pro forma calculations shall be made in good faith by a responsible financial or Abandonment. For purposes of determining Available Cash solely for the calculation accounting officer 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 Lead Borrower. Interest on a Capitalized Lease Obligation shall be annualized by the amount of any such distributions multiplied deemed to accrue at an interest rate reasonably determined 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 responsible financial or accounting officer of the first month Borrower to be the rate of the Ramp-up Phase, annualized Available Cash shall be $1,200; (y) interest implicit in the case of distributions of $100 such Capitalized Lease Obligation 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)accordance with GAAP.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 ($50,000,000) (each, a “Subject Transaction”)Permitted Acquisition shall have occurred, for purposes of determining compliance with the financial covenants set forth in this subsection 7.6 and in Section 6.62.4(B), Borrower Cash Flow shall Consolidated Adjusted EBITDA and Consolidated Interest Expense may 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 SECSecurities and Exchange Commission as of January 1, 1997, and (ii) cost savings resulting from head count reduction, closure of facilities and similar restructuring charges 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) were supportable and quantifiable by the underlying accounting records of such business), which pro forma adjustments shall be certified by the chief principal financial officer or principal accounting officer of Borrowers (or officer or representative with similar responsibilities)Company) using the historical financial statements of any business the New Business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted its Subsidiaries which shall be reformulated (i) as if such Subject TransactionPermitted Acquisition, and any 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 Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during as of the date of calculation of such periodpro forma adjustments), 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. Notwithstanding the foregoing, if a Borrower no such pro forma adjustments 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 calculations shall be permitted unless (but i) Company has delivered such proposed pro forma adjustments and calculations to the Administrative Agent, together with such other information as the Administrative Agent may reasonably request, within three days following the consummation of such Permitted Acquisition and (ii) the Administrative Agent shall not be required) have consented 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) adjustments 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)calculations.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “Subject Transaction”"), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.7 (but not for purposes of determining the Applicable Margin or Applicable Revolving Commitment Fee Percentage), Borrower Cash Flow Consolidated Adjusted EBITDA 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 SECSecurities and Exchange Commission, which would include, in each case to the extent consistent with Regulation S-X, cost savings resulting from head count reduction, closure of 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 the chief financial officer of Borrowers (or officer or representative with similar responsibilities)Holdings) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding 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 any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “Subject Transaction”"SUBJECT TRANSACTION"), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8 (but not for purposes of determining the Applicable Margin, Borrower Applicable Commitment Fee Percentage and Excess Cash Flow Flow), Consolidated Adjusted EBITDA and the components of 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 SEC, which pro forma adjustments shall be certified by the chief financial officer of Borrowers (or officer or representative with similar responsibilities)) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted Subsidiaries its Subsidiaries, which shall be reformulated adjusted as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that period. In making such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding the foregoingcalculations, 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 shall be given to such acquisitionitems that are directly attributable to a specific transaction, disposition are factually supportable and are expected to have a continuing impact on Holdings and its Subsidiaries, in each case as reasonably acceptable to or Abandonmentrequired by Administrative Agent and Syndication Agent. For purposes of determining Available Cash solely for compliance with the calculation of the ratios financial covenants set forth in this Section 6.66.8, distributions if any Indebtedness bears a floating rate 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 fractioninterest, the numerator of which is twelve (12) and interest expense on such Indebtedness will be calculated as if 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) rate in the case of a distribution of $100 in respect effect as of the first month last day of the Ramp-up Phase, annualized Available Cash shall be $1,200; applicable period had been the applicable rate for the entire period (y) in taking into account any Hedge Agreement applicable to such Indebtedness if such Hedge Agreement has a remaining term as at the case of distributions of $100 in respect last day of the first month and $90 applicable period in respect excess 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 $1,20012 months).

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 ($50,000,000) (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.6, 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-S- X promulgated under the Securities Act and as interpreted by the staff of the SEC, which pro forma adjustments shall be certified by the chief financial officer of Borrowers (or officer or representative with similar responsibilities)) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers and the Restricted Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction at the weighted average of the interest rates applicable to outstanding 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 (e) Transfers of equipment or real property with a value to the extent 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 property is exchanged for credit against the purchase price 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).similar replacement property;

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 ($50,000,000) (each, a “Subject Transaction”)Permitted Acquisition occurs, for purposes of determining compliance with the financial covenants set forth in this Section 6.6subsection 7.6, Borrower Cash Flow Consolidated Adjusted EBITDA and Consolidated Interest Expense shall be calculated with respect to such period periods and such New 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 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 SECSecurities and Exchange Commission as of the Effective Date, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges 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 the chief principal financial officer or principal accounting officer of Borrowers (or officer or representative with similar responsibilities)Company) using the historical financial statements of any business the New Business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted its Subsidiaries which shall be reformulated (i) as if such Subject TransactionPermitted Acquisition, and any 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 Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding 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 (xii) otherwise in the case of a distribution of $100 conformity with certain procedures to be agreed upon between Administrative Agent and Company, all such calculations to be 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 form 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)substance reasonably satisfactory to Administrative Agent.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 ($50,000,000) (each, a “Subject Transaction”)Permitted Acquisition occurs, for purposes of determining compliance with the financial covenants set forth in this Section SECTION 6.6, Borrower Cash Flow Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDAR and 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 SEC, which pro forma adjustments shall be certified by the chief financial officer of Borrowers (or officer or representative with similar responsibilities)Securities and Exchange Commission) using the historical financial statements of any the business or Person acquired, so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Company and the Restricted its Subsidiaries which shall be reformulated (i) as if such Subject TransactionPermitted Acquisition, and any 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 Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding 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 (xii) otherwise in the case of a distribution of $100 conformity with certain procedures to be agreed upon between Administrative Agent and Company, all such calculations to be 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 form 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)substance reasonably satisfactory to Administrative Agent.

Certain Calculations. (i) With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Borrower Cash Flow Adjusted EBITDA 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 SECSecurities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges 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 the chief financial officer of Borrowers Xerium and (or officer or representative with similar responsibilities)y) such other adjustments 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 deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Xerium and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding 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 requiredii) to give such Whenever pro forma effect is to such acquisitionbe given to any transaction, 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 pro forma calculations shall be annualized by the amount of any such distributions multiplied made in good faith by a fraction, the numerator responsible financial or accounting officer of which is twelve (12) and the denominator of which is the number of months from and including the beginning of such Ramp-up PhaseXerium. Such annualization of such distributions Interest on a Capitalized Lease Obligation shall be net deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of any previous annualization made during Xerium to be the rate of interest implicit in such Ramp-up Phase (e.g., and for indicative purposes only (x) Capitalized Lease Obligation 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)accordance with GAAP.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 the ACN Acquisition 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 ($50,000,000) (each, a “Subject Transaction”)other Permitted Acquisition occurs, for purposes of determining compliance with calculating the financial covenants set forth in Consolidated Total Debt Leverage Ratio under this Section 6.6Agreement, Borrower Cash Flow such determinations shall be calculated made with respect to such period on a pro forma basis by (including i) adding (without duplication) to the amount of Consolidated EBITDA (determined as if all references to Borrower, Opco and their Subsidiaries in the definition of “Consolidated EBITDA” and in the definitions of the components thereof were references to the business that is the subject of the Permitted Acquisition) for such business so acquired for the most recent four (4) consecutive Fiscal Quarter period for which historical monthly financial statements are available, and, further, making reasonable pro forma adjustments arising out of events which are directly attributable thereto, if any, satisfactory 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 the administrative agent under the Securities Act and as interpreted by the staff of the SEC, which Opco Credit Agreement; provided that any such pro forma adjustments shall must also be certified approved by the chief financial officer of Borrowers (or officer or representative with similar responsibilities)) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers and the Restricted Subsidiaries which shall be reformulated as Initial Lender if such Subject Transactionpro forma adjustments, when taken together with other pro forma adjustments (excluding those items described on Schedule 1.1B annexed hereto as of the Closing Date), exceed Five Hundred Thousand Dollars ($500,000) per annum, and (ii) assuming that any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at related borrowings occurred on the beginning first day of such period and adding (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction at the weighted average of the interest rates applicable to outstanding 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 requiredwithout duplication) 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 Consolidated Cash Interest Expense the pro forma interest accrued on such distributions borrowings, calculated as an amount equal to the product of (a) actual Consolidated Cash Interest Expense attributable to such borrowings (based on the actual interest rate requested and received by Opco in connection with such Permitted Acquisition) during the period from the date such borrowings were made to the date of determination multiplied by a fraction, (b) the numerator of which is twelve ratio (121) and the denominator of which is 365 to (2) the number of months from and including days in such period, all such calculations to be reasonably satisfactory to 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)Initial Lender.

Certain Calculations. (i) With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Borrower Cash Flow Adjusted EBITDA 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 SECSecurities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges 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 the chief financial officer of Borrowers Xerium and (or officer or representative with similar responsibilities)y) such other adjustments 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 deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Xerium and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Term 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 requiredii) to give such Whenever pro forma effect is to such acquisitionbe given to any transaction, 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 pro forma calculations shall be annualized by the amount of any such distributions multiplied made in good faith by a fraction, the numerator responsible financial or accounting officer of which is twelve (12) and the denominator of which is the number of months from and including the beginning of such Ramp-up PhaseXerium. Such annualization of such distributions Interest on a Capitalized Lease Obligation shall be net deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of any previous annualization made during Xerium to be the rate of interest implicit in such Ramp-up Phase (e.g., and for indicative purposes only (x) Capitalized Lease Obligation 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)accordance with GAAP.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.68.11, Borrower Cash Flow Eligible Recurring Net Revenue, Merchant Volume Attrition Rate, EBITDA and the components of 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 SEC, which pro forma adjustments shall be certified by the chief financial officer of Borrowers (or officer or representative with similar responsibilities)Administrative 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 deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated and consolidating financial statements of Borrowers the Intermediate Holding Company and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period Measurement Period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Term Loans incurred during such period). Notwithstanding For 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 compliance with the calculation of the ratios covenant set forth in this Section 6.68.11(c) following consummation of a Permitted Acquisition, distributions each of Available Cash (other than Qualifying Cashthe minimum Eligible Recurring Net Revenue amounts set forth in Section 8.11(c) in respect 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 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)Permitted Acquisition.

Certain Calculations. (i) With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition occurs or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower has otherwise acquired or disposed any business of any Capital Stock in a Restricted Operating other Person is acquired by the 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 ($50,000,000) (each, a “Subject Transaction”)as permitted pursuant to the terms hereof, for purposes of determining compliance or Pro Forma Compliance with the financial covenants set forth in this Section 6.6subsection 7.6, Borrower Cash Flow Consolidated Adjusted EBITDA and 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 SECAct, which pro forma adjustments shall be certified by the chief financial officer of Borrowers (or officer or representative with similar responsibilities)the Company) using the historical financial statements of any all entities or business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers the Company and the Restricted its Subsidiaries which shall be reformulated (a) as if such Subject Transactionacquisition, and any 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 Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding , and (b) otherwise in conformity with such procedures as may be agreed upon between the foregoingAdministrative Agent and the Company, if a Borrower 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 Restricted Subsidiaries has acquired, is sold or otherwise 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 for purposes of determining Available Cash solely for compliance with the calculation of the ratios financial covenants set forth in this Section 6.6subsection 7.6, 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 Consolidated Adjusted EBITDA and Consolidated Interest Expense shall be annualized 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 amount 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 distributions multiplied by a fractionsale or disposition, the numerator of which is twelve (12) and the denominator of which is the number of months from and including had been consummated or assumed at 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.period, and for indicative purposes only (xb) otherwise in conformity with such procedures as may be agreed upon between the case of a distribution of $100 Administrative Agent and the Company, all such calculations to be in respect of form and substance satisfactory to 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)Administrative Agent.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Borrower Cash Flow Consolidated Adjusted EBITDA 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 SECSecurities 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 the chief financial officer of Borrowers (or officer or representative with similar responsibilities)Company) 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 deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding the foregoing; provided, if a Borrower or any however, calculations of its Restricted Subsidiaries has acquired, disposed of, or effected an Abandonment pro forma Consolidated Adjusted EBITDA with respect toto a Permitted Acquisition, any property with a value that does 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 fifty million Dollars ($50,000,000), Borrowers shall be permitted (but shall not be required) to give in 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 case 20% of such Project or business made during the Rampactual pre-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)acquisition revenues.

Certain Calculations. With respect to any period during which any repayment of Indebtednessa Permitted Acquisition, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 Asset Sale or any prepayments of its Restricted Subsidiaries the Term Loans under Section 2.13 or 2.14 hereof has acquired or disposed of, or there is an Abandonment with respect to, any property with a value in excess of fifty million Dollars ($50,000,000) occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.7, Borrower Cash Flow 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 SECAdministrative Agent, which but in any case such pro forma adjustments shall be certified by the chief financial officer of Borrowers (or officer or representative with similar responsibilities)the Borrower) using the historical 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 deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers the Borrower and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding ; provided that, for the foregoingpurpose 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, if a Borrower the Third Wave Acquisition, the Third Wave Merger or any acquisition completed prior to the Restatement Date, the income (or loss) of its Restricted Subsidiaries has acquiredany Person or business accrued prior to the date it becomes a Subsidiary of the Borrower, 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)included.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(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 ($50,000,000) (each, a “Subject Transaction”)Asset Sale occurs, for purposes of determining compliance with the financial covenants set forth in this Section 6.67.1, Borrower Cash Flow and for purposes of calculating the financial ratios used in Sections 7.7, 7.8(i) and Annex A, Consolidated EBITDA and the components of 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 SEC, which would include cost savings resulting from head count reductions, closure of facilities and similar restructuring charges, (which pro forma adjustments shall be certified by the chief financial officer Chief Financial Officer of Borrowers (or officer or representative with similar responsibilitiesthe Borrower)) , using the historical financial statements of any the Person or business so acquired or sold or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers the Borrower and the Restricted its Subsidiaries which shall be reformulated as if such Subject TransactionPermitted Acquisition or Asset Sale, and any 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 Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant Permitted Acquisition or Asset Sale, at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding , all such calculations to be in form and substance reasonably satisfactory to 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)Administrative Agent.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.7 (but not, Borrower Cash Flow except with respect to the Acquisition, for purposes of determining the Applicable Margin or Applicable Revolving Commitment Fee Percentage), Consolidated Adjusted EBITDA 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 SECSecurities and Exchange Commission or (ii) reflecting cost savings directly attributable to such Subject Transaction and that are related to actions implemented or to be implemented, which pro forma adjustments shall that are of a type reasonably expected to be realized within one year of the date of such Subject Transaction and that are supportable and quantifiable by the underlying accounting records of such business or otherwise factually supportable and reasonably identifiable, in each case, as certified by the chief financial officer of Borrowers (or officer or representative with similar responsibilities)Borrower and otherwise reasonably satisfactory to Administrative Agent) using the historical (audited, if available) financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Borrower and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, Transaction and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding 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 any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 ($50,000,000) (each, a “Subject Transaction”)Permitted Acquisition occurs, for purposes of determining compliance with the financial covenants set forth in this Section 6.6subsection 7.6, Borrower Cash Flow Consolidated Adjusted EBITDA and Consolidated Interest Expense shall be calculated with respect to such period periods and such New 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 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 SECSecurities and Exchange Commission as of January 1, 1997, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges 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 the chief principal financial officer or principal accounting officer of Borrowers (or officer or representative with similar responsibilities)Company) using the historical financial statements of any business the New Business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted its Subsidiaries which shall be reformulated (i) as if such Subject TransactionPermitted Acquisition, and any 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 Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding 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 (xii) otherwise in the case of a distribution of $100 conformity with certain procedures to be agreed upon between Administrative Agent and Company, all such calculations to be 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 form 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)substance reasonably satisfactory to Administrative Agent.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 ($50,000,000) (each, a “Subject Transaction”)Permitted Acquisition occurs, for purposes of determining compliance with the financial covenants set forth in this subsection 7.6 and in Section 6.62.4(B), Borrower Cash Flow Consolidated Adjusted EBITDA and 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 SECSecurities and Exchange Commission as of January 1, 1997, and (ii) cost savings resulting from head count reduction, closure of facilities and similar restructuring charges 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 the chief principal financial officer or principal accounting officer of Borrowers (or officer or representative with similar responsibilities)Company) using the historical financial statements of any business the New Business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted its Subsidiaries which shall be reformulated (i) as if such Subject TransactionPermitted Acquisition, and any 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 Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding as of the foregoing, if a Borrower or any date 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 calculation of 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.adjustments), and for indicative purposes only (xii) otherwise in the case of a distribution of $100 conformity with certain procedures to be agreed upon 138 between Administrative Agent and Company, all such calculations to be 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 form 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)substance reasonably satisfactory to Administrative Agent.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 ($50,000,000) (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.6, 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 SEC, which pro forma adjustments shall be certified by the chief financial officer of Borrowers (or officer or representative with similar responsibilities)) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers and the Restricted Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction at the weighted average of the interest rates applicable to outstanding 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 any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 ($50,000,000) (each, a “Subject Transaction”)Permitted Acquisition occurs, for purposes of determining compliance with the financial covenants set forth in this subsection 7.6 and in Section 6.62.4(B), Borrower Cash Flow Consolidated Adjusted EBITDA and 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 SECSecurities and Exchange Commission as of January 1, 1997, and (ii) cost savings resulting from head count reduction, closure of facilities and similar restructuring charges 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 the chief principal financial officer or principal 122 accounting officer of Borrowers (or officer or representative with similar responsibilities)Company) using the historical financial statements of any business the New Business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted its Subsidiaries which shall be reformulated (i) as if such Subject TransactionPermitted Acquisition, and any 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 Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding 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 (xii) otherwise in the case of a distribution of $100 conformity with certain procedures to be agreed upon between Administrative Agent and Company, all such calculations to be 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 form 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)substance reasonably satisfactory to Administrative Agent.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 ($50,000,000) (each, a “Subject Transaction”), for For purposes of determining compliance with the financial covenants set forth in this Section 6.66.8 (but not for purposes of determining the Applicable Margin or Applicable Revolving Commitment Fee Percentage), (i) with respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, Borrower a "SUBJECT TRANSACTION"), each of Consolidated Adjusted EBITDA, the components of Consolidated Cash Flow Interest Expense and Additional Net Sales 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 SEC, which pro forma adjustments shall be certified by the chief financial officer of Borrowers (or officer or representative with similar responsibilities)only Permitted Adjustments) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding ; (ii) with respect to any period during which the foregoingproceeds of any capital contribution to, if a Borrower or any issuance of its Restricted Subsidiaries has acquired, disposed Capital Stock of, Holdings ("EQUITY PROCEEDS") have been applied to make mandatory or effected an Abandonment voluntary prepayments of Loans, the components of Consolidated Adjusted EBITDA and Consolidated Cash Interest Expense shall be calculated with respect toto such period on a pro forma basis (including only pro forma adjustments which are factually supportable and are expected to have a continuing impact, any property in each case determined on a basis consistent with a value that does not exceed fifty million Dollars ($50,000,000)Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, Borrowers which pro forma adjustments shall be permitted certified by the Chief Financial Officer of Holdings) using historical financial statements which shall be reformulated (but shall not be required) to give such pro forma after giving effect to any reformulation required under clause (i) above) as if such acquisitionEquity Proceeds had been received, disposition or Abandonment. For purposes of determining Available Cash solely for the calculation and applicable portion of the ratios set forth in this Section 6.6Loans prepaid, 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 at the beginning of such Ramp-up Phase. Such annualization of such distributions period; and (iii) with respect to any period including the Fiscal Quarter ended September 30, 2002 or any prior Fiscal Quarter (each an "HISTORICAL QUARTER"), Consolidated Adjusted EBITDA and Consolidated Cash Interest Expense shall be net of any previous annualization made during such Ramp-up Phase (e.g., and for indicative purposes only (x) calculated 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 $1,200accordance with Schedule 6.8(d)(iii).

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Borrower Cash Flow Consolidated Adjusted EBITDA 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 SECSecurities 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 the chief financial officer of Borrowers (or officer or representative with similar responsibilities)Company) 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 deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding the foregoing; provided, if a Borrower or any however, calculations of its Restricted Subsidiaries has acquired, disposed of, or effected an Abandonment pro forma Consolidated Adjusted EBITDA with respect toto a Permitted Acquisition, any property with a value that does 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 fifty million Dollars ($50,000,000), Borrowers shall be permitted (but shall not be required) to give in 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 case 22% of such Project or business made during the Rampactual pre-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)acquisition revenues.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “Subject Transaction”"SUBJECT TRANSACTION"), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Borrower Cash Flow Consolidated Adjusted EBITDA 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 SECSecurities 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 the chief financial officer of Borrowers (or officer or representative with similar responsibilities)Company) 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 deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding the foregoing; PROVIDED, if a Borrower or any HOWEVER, calculations of its Restricted Subsidiaries has acquired, disposed of, or effected an Abandonment pro forma Consolidated Adjusted EBITDA with respect toto a Permitted Acquisition, any property with a value that does 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 fifty million Dollars ($50,000,000), Borrowers shall be permitted (but shall not be required) to give in 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 case 20% of such Project or business made during the Rampactual pre-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)acquisition revenues.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 ($50,000,000) (each, a “Subject Transaction”), for For purposes of determining compliance with the financial covenants set forth in this Section 6.66.8 (but not for purposes of determining the Applicable Margin or Applicable Revolving Commitment Fee Percentage), (i) with respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, Borrower a "SUBJECT TRANSACTION"), each of Consolidated Adjusted EBITDA, the components of Consolidated Cash Flow Interest Expense and Additional Net Sales 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 SEC, which pro forma adjustments shall be certified by the chief financial officer of Borrowers (or officer or representative with similar responsibilities)only Permitted Adjustments) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding 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 ; (ii) with respect toto any period during which Company has incurred plant shutdown costs, any property with a value that does not exceed fifty million Dollars ($50,000,000)acquisition integration costs or Uncompleted Acquisition Costs, Borrowers Consolidated Adjusted EBITDA for such period shall be permitted (but shall not be required) increased by an amount, without duplication, equal to give any such pro forma effect costs payable in Cash and incurred by Company during such period to the extent that such acquisitioncosts have reduced Consolidated Net Income for such period, disposition or Abandonment. For purposes provided that the aggregate amount of determining Available Cash solely for the calculation of the ratios set forth in adjustments to Consolidated Adjusted EBITDA made pursuant to this Section 6.66.8(d)(ii) for any period, distributions of Available Cash (other than Qualifying Cash) together with any Permitted Adjustments in respect of any Subject Transactions made pursuant to clause (ii) of the definition of Permitted Adjustments for the same period, shall not exceed 7.5% of pro forma Consolidated Adjusted EBITDA (as reformulated) for such Project period; (iii) with respect to any period during which the proceeds of any capital contribution to, or business made during issuance of Capital Stock of, Holdings ("EQUITY PROCEEDS") have been applied to make mandatory or voluntary prepayments of Loans, the Ramp-up Phase components of such Project or business Consolidated Adjusted EBITDA and Consolidated Cash Interest Expense shall be annualized calculated with respect to such period on a pro forma basis (including only pro forma adjustments which 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 amount staff of the Securities and Exchange Commission, which pro forma adjustments shall be certified by the Chief Financial Officer of Holdings) using historical financial statements which shall be reformulated (after giving effect to any reformulation required under clause (i) above) as if such distributions multiplied by a fractionEquity Proceeds had been received, and applicable portion of the numerator of which is twelve (12) and the denominator of which is the number of months from and including Loans prepaid, at the beginning of such Ramp-up Phase. Such annualization of such distributions period; (iv) with respect to any period including the Fiscal Quarter ended September 30, 2002 or any prior Fiscal Quarter (each an "HISTORICAL QUARTER"), Consolidated Adjusted EBITDA and Consolidated Cash Interest Expense shall be net calculated in accordance with Schedule 6.8(d)(iv); and (v) proceeds of any previous annualization made during such Ramp-up Phase (e.g., and for indicative purposes only (x) the Xxxxxx Acquisition Senior Subordinated Notes shall not be included in the case determination of a distribution Consolidated Total Debt for purposes of $100 determining compliance with this Section 6.8 for periods up to and including the Xxxxxx Acquisition Closing Date if all such proceeds (A) are deposited in respect of an escrow account on the first month of the Ramp-up Phase, annualized Available Cash shall be $1,200; (y) terms and conditions described in the case of distributions of $100 in respect of offering circular relating to the first month and $90 in respect of the second month of the Ramp-up Phase, annualized Available Cash shall be $1140; Xxxxxx Acquisition Senior Subordinated Notes and (zB)(1) in are used to pay Xxxxxx Acquisition Financing Requirements on the case of a distribution of $300 in Xxxxxx Acquisition Closing Date or (2) used to prepay the aggregate in respect of Xxxxxx Acquisition Senior Subordinated Notes if the first three months of the Ramp-up PhaseXxxxxx Acquisition Closing Date does not occur on or prior to May 22, annualized Available Cash shall be $1,200)2004.

Certain Calculations. (i) With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8 or with any other financial ratios set forth in this Agreement, Borrower Cash Flow Adjusted EBITDA 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 SECSecurities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges 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 the chief financial officer of Borrowers Xerium and (or officer or representative y) such other adjustments in an aggregate amount not to exceed 10% of the Adjusted 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 similar responsibilitiesSection 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 deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Xerium and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding 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 requiredii) to give such Whenever pro forma effect is to such acquisitionbe given to any transaction, 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 pro forma calculations shall be annualized by the amount of any such distributions multiplied made in good faith by a fraction, the numerator responsible financial or accounting officer of which is twelve (12) and the denominator of which is the number of months from and including the beginning of such Ramp-up PhaseXerium. Such annualization of such distributions Interest on a Capitalized Lease Obligation shall be net deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of any previous annualization made during Xerium to be the rate of interest implicit in such Ramp-up Phase (e.g., and for indicative purposes only (x) Capitalized Lease Obligation 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)accordance with GAAP.

Certain Calculations. (i) With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8 and the Leverage Ratio calculation in Section 6.1(k), Borrower Cash Flow Consolidated Adjusted EBITDA and the components of 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 SECSecurities 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 the chief financial officer of Borrowers (or officer or representative with similar responsibilities)Company) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any 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 period and, such Indebtedness bears interest during any the portion of the applicable measurement such period prior to such Subject Transaction the Closing Date at the weighted average of the interest rates applicable to outstanding Loans incurred Indebtedness 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 portion of such Project or business made period on and after the Closing Date and that no Indebtedness was repaid during the Ramp-up Phase portion of such Project or business shall be annualized by period prior to 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 $1,200Closing Date).

Certain Calculations. With respect to any period during which any repayment of Indebtednessan Asset Sale or Acquisition (including the transactions contemplated by the RCP Acquisition Documents, a Credit Extensionthe Five Points Acquisition Documents and, a Restricted Payment the TrueBridge Acquisition Documents and the Enhanced Capital Acquisition Documents) or an Investment made pursuant to Section 6.5(c6.7(f) or Section 6.5(i(h) 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 ($50,000,000) occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8 or compliance on a pro forma basis with such financial covenants or satisfaction of any other financial test under this Agreement, Borrower Cash Flow Consolidated Adjusted EBITDA, and the components of 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 SEC, which pro forma adjustments shall be certified by the chief financial officer a Chief Financial Officer of Borrowers (or officer or representative with similar responsibilities)Parent 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 deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phaseacquired, which cash flows shall be annualized in accordance with as the last two sentences of this Section 6.6(c)) case may be, and the consolidated financial statements of Borrowers Parent and the Restricted Subsidiaries its Subsidiaries, which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such the Subject Transaction at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding ., it being agreed however that the foregoingpro forma increase to Consolidated Adjusted EBITDA resulting from the Five Points Acquisition, if a Borrower or any of its Restricted Subsidiaries has acquiredthe TrueBridge Acquisition and the Enhanced Capital Acquisition, disposed ofin each case, 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 deemed to be required) to give such pro forma effect to such acquisition, disposition or Abandonment. For purposes of determining Available Cash solely as follows 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).each relevant period:

Certain Calculations. With respect to any period during -------------------- which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “"Subject Transaction”"), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Borrower Cash Flow Consolidated Adjusted EBITDA and the components of 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 SECSecurities 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 the chief financial officer of Borrowers Company and shall be reasonably satisfactory to the Syndication Agent, the Administrative Agent and Requisite Lenders, which consent shall not be unreasonably withheld or delayed (or officer or representative with similar responsibilitiesit 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 deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Company and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding 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 any repayment of Indebtedness, a Credit Extension, a Restricted Payment or an Investment pursuant to Section 6.5(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 ($50,000,000) (each, a “Subject Transaction”)Permitted Acquisition occurs, for purposes of determining compliance with the financial covenants set forth in this Section 6.6subsection 7.6, Borrower Cash Flow Consolidated Adjusted EBITDA and 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 SECSecurities and Exchange Commission as of January 1, 1997, and (ii) cost savings resulting from head count reduction, closure of facilities and similar restructuring charges 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 the chief principal financial officer or principal accounting officer of Borrowers (or officer or representative with similar responsibilities)Company) using the historical financial statements of any business the New Business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted its Subsidiaries which shall be reformulated (i) as if such Subject TransactionPermitted Acquisition, and any 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 Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding 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 (xii) otherwise in the case of a distribution of $100 conformity with certain procedures to be agreed upon between Administrative Agent and Company, all such calculations to be 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 form 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)substance reasonably satisfactory to Administrative Agent.

Certain Calculations. With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “Subject Transaction”"SUBJECT TRANSACTION"), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8 (but not for purposes of determining the Applicable Margin or Applicable Commitment Fee Percentage), Borrower Cash Flow Consolidated Adjusted EBITDA 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 SECSecurities 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 the chief financial officer of Borrowers (or officer or representative with similar responsibilities)Company) 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 deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Holdings and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding the foregoing; provided, if a Borrower or any however, calculations of its Restricted Subsidiaries has acquired, disposed of, or effected an Abandonment pro forma Consolidated Adjusted EBITDA with respect toto a Permitted Acquisition, any property with a value that does 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 fifty million Dollars ($50,000,000), Borrowers shall be permitted (but shall not be required) to give in 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 case 20% of such Project or business made during the Rampactual pre-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)acquisition revenues.

Certain Calculations. (i) Notwithstanding any provision of this Agreement to the contrary, (x) for purposes of calculating Consolidated EBITDA for any period including the third and/or fourth Fiscal Quarters of 1997, Consolidated EBITDA shall be deemed to be $29,100,000 for the third Fiscal Quarter of 1997 and $24,600,000 for the fourth Fiscal Quarter of 1997, (y) subject to the provisions of the preceding clause (x), for purposes of calculations under subsection 7.6, calculations shall be made as if the Union Merger and related transactions (including, without limitation, borrowings of all the Tranche C Term Loans) had been consummated as of January 1, 1998, and (z), Consolidated Interest Expense and Consolidated Fixed Charges shall be calculated prior to the first anniversary of the Effective Date in accordance with Schedule 7.6E. (ii) With respect to any period during which any repayment of Indebtednessnew Subsidiaries, a Credit Extension, a Restricted Payment assets or an Investment businesses are acquired pursuant to Section 6.5(csubsection 7.7(v) 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 ($50,000,000) (each, a “Subject Transaction”7.7(vi), for purposes of determining compliance with the financial covenants set forth in this Section 6.6subsection 7.6, Borrower Cash Flow Xxxxxxx- dated EBITDA and Consolidated Interest Expense shall be calculated with respect to such period periods and such Subsidiaries, assets or businesses on a pro forma basis (including including, except with respect to the Union Acquisition, 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 SECSecurities and Exchange Commission prior to December 1996, 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 the chief financial officer of Borrowers (or officer or representative with similar responsibilities)Company) using the historical financial statements of any business all entities or assets so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Company and the Restricted its Subsidiaries which shall be reformulated (i) as if such Subject Transactionacquisition, and any 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 Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding 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 (xii) otherwise in the case of a distribution of $100 conformity with certain procedures to be agreed upon between Co-Administrative Agents and Company, all such calculations to be in respect of the first month of the Rampform and substance satisfactory to Co-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)Administrative Agents.

Certain Calculations. (i) With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Borrower Cash Flow Consolidated Adjusted EBITDA and the components of 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 SECSecurities 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 the chief financial officer of Borrowers (or officer or representative with similar responsibilities)the then applicable Reporting Person) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers the then applicable Reporting Person and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period). Notwithstanding the foregoing. (ii) In addition, if a Borrower or any of its Restricted Subsidiaries has acquired, disposed of, or effected an Abandonment with respect toto any Material Project, any property with a value that does not exceed fifty million Dollars ($50,000,000), Borrowers an amount equal to one-quarter of the Consolidated Adjusted EBITDA projected for the first twelve months of operations of such Material Project shall be permitted added to actual Consolidated Adjusted EBITDA for the Fiscal Quarter in which such Material Project was completed and for each of the immediately preceding three Fiscal Quarters (but shall not be required) to give such pro forma effect in each case, net of any actual Consolidated Adjusted EBITDA attributed to such acquisition, disposition or Abandonment. For purposes of determining Available Cash solely for Material Project accruing after its completion); provided that (x) 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 aggregate amount of any such distributions multiplied by a fraction, addition shall not exceed 20% of the numerator of which is twelve (12) and the denominator of which is the number of months from and including the beginning capital cost 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 $1,200Material Project; (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 no such additions shall be $1140; allowed with respect to any Material Project unless, not less than 30 days prior to the completion thereof, the Administrative Agent shall have received written pro forma projections of Consolidated Adjusted EBITDA relating to such Material Project and such other documentation as the Administrative Agent may reasonably request, all in form and substance satisfactory to the Administrative Agent, and (z) in the case of a distribution of $300 in the aggregate in respect pro forma additions attributable thereto shall not exceed 15% of the first three months of the Ramp-up Phase, annualized Available Cash shall be $1,200)Consolidated Adjusted EBITDA before giving effect to any such addition.

Certain Calculations. (i) With respect to any period during which any repayment of Indebtedness, a Credit Extension, a Restricted Payment Permitted Acquisition or an Investment pursuant to Section 6.5(c) or Section 6.5(i) is made, or during which Borrower Asset Sale 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 ($50,000,000) occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.66.8, Borrower Cash Flow Adjusted EBITDA 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 SECSecurities 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 the chief financial officer of Borrowers (or officer or representative with similar responsibilities)Xerium) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold (or deemed historical cash flows for any such business acquired or sold prior to or during its Ramp-up Phase, which cash flows shall be annualized in accordance with the last two sentences of this Section 6.6(c)) and the consolidated financial statements of Borrowers Xerium and the Restricted its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to such Subject Transaction the relevant acquisition at the weighted average of the interest rates applicable to outstanding 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 requiredii) to give such Whenever pro forma effect is to such acquisitionbe given to any transaction, 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 pro forma calculations shall be annualized by the amount of any such distributions multiplied made in good faith by a fraction, the numerator responsible financial or accounting officer of which is twelve (12) and the denominator of which is the number of months from and including the beginning of such Ramp-up PhaseXerium. Such annualization of such distributions Interest on a Capitalized Lease Obligation shall be net deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of any previous annualization made during Xerium to be the rate of interest implicit in such Ramp-up Phase (e.g., and for indicative purposes only (x) Capitalized Lease Obligation 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)accordance with GAAP.