Common use of Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement Clause in Contracts

Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement. (a) Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder shall be made, and all financial statements required to be delivered hereunder or thereunder (including under subsection 7.6) shall be prepared, in accordance with GAAP, as in effect in the United States on December 31, 1997 and, unless expressly provided herein, shall be computed or determined on a consolidated basis and without duplication. (b) For purposes of computing the Consolidated Fixed Charge Coverage Ratio, Consolidated Interest Coverage Ratio, Consolidated Leverage Ratio and Net Senior Debt Ratio (and any financial calculations required to be made or included within such ratios) as of the end of any Fiscal Quarter and for purposes of computing Consolidated EBITDA in connection with subsection 7.6C (but not for purposes of computing Consolidated Excess Cash Flow for any period), as at the end of any Fiscal Quarter, all components of such ratios (other than Consolidated Capital Expenditures) or Consolidated EBITDA for the period of four Fiscal Quarters ending at the end of such Fiscal Quarter shall include or exclude, as the case may be, without duplication, such components of such ratios or Consolidated EBITDA attributable to any business or assets that have been acquired or disposed of by the Company or any of its Subsidiaries (including through mergers or consolidations) after the first day of such period of four Fiscal Quarters and prior to the end of such period, as determined in good faith by the Company on a pro forma basis for such period of four Fiscal Quarters as if such acquisition or disposition had occurred on such first day of such period (including, whether or not such inclusion would be permitted under GAAP or Regulation S-X of the Securities and Exchange Commission, cost savings that would have been realized had such acquisition occurred on such day. (c) All calculations of Consolidated EBITDA, Consolidated Fixed Charge Coverage Ratio and Consolidated Interest Coverage Ratio (and related definitions) for any period ending prior to or including the Merger Date shall be made on a pro-forma basis assuming the Tender Offer and the Merger were consummated on the first day of such period and all calculations of Consolidated Interest Expense and interest expense included in the calculation of Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio shall be calculated on a pro forma basis as if the Merger were consummated on the Closing Date and Annualized as set forth in the definitions of Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio. All calculations of Consolidated Total Debt on any date prior to the Merger Date shall be made on a pro forma basis assuming the Merger was consummated on such date.

Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement. (a) Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder shall be made, and all financial statements required to be delivered hereunder or thereunder (including under subsection 7.6) shall be prepared, in accordance with GAAP, as in effect in the United States on December 31, 1997 and, unless expressly provided herein, shall be computed or determined on a consolidated basis and without duplication. (b) For purposes of computing the Consolidated Fixed Charge Coverage Ratio, Consolidated Interest Coverage Ratio, Ratio and Consolidated Leverage Ratio and Net Senior Debt Ratio (and any financial calculations required to be made or included within such ratios) as of the end of any Fiscal Quarter and for purposes of computing Consolidated EBITDA in connection with subsection 7.6C (but not for purposes of computing Consolidated Excess Cash Flow for any period), as at the end of any Fiscal Quarter, all components of such ratios (other than Consolidated Capital Expenditures) or Consolidated EBITDA for the period of four Fiscal Quarters ending at the end of such Fiscal Quarter shall include or exclude, as the case may be, without duplication, such components of such ratios or Consolidated EBITDA attributable to any business or assets that have been acquired or disposed of by the Company or any of its Subsidiaries (including through mergers or consolidations) after the first day of such period of four Fiscal Quarters and prior to the end of such period, as determined in good faith by the Company on a pro forma basis for such period of four Fiscal Quarters as if such acquisition or disposition had occurred on such first day of such period (including, whether or not such inclusion would be permitted under GAAP or Regulation S-X of the Securities and Exchange Commission, cost savings that would have been realized had such acquisition occurred on such day. (c) All calculations of Consolidated EBITDA, Consolidated Fixed Charge Coverage Ratio and Consolidated Interest Coverage Ratio (and related definitions) for any period ending prior to or including the Merger Date shall be made on a pro-forma basis assuming the Tender Offer and the Merger were consummated on the first day of such period and all calculations of Consolidated Interest Expense and interest expense included in the calculation of Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio shall be calculated on a pro forma basis as if the Merger were consummated on the Closing Date and Annualized as set forth in the definitions of Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio. All calculations of Consolidated Total Debt on any date prior to the Merger Date shall be made on a pro forma basis assuming the Merger was consummated on such date.

Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement. (a) Unless Except as otherwise specifiedexpressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP or SAP, as applicable, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or SAP, as applicable, or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Requisite Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or SAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP or SAP, as applicable, as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that any change in GAAP after the Effective Date will not cause any lease that was not or would not have been a Capital Lease prior to such change to be deemed a Capital Lease and the obligations with respect thereto shall not constitute Indebtedness under clause (ii) of the definition thereof. Financial statements and other information required to be delivered by the Borrower to the Administrative Agent pursuant to clauses (i) and (ii) of Section 5.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation. Notwithstanding anything herein to the contrary, all financial statements delivered hereunder shall be prepared, all terms of an accounting or financial nature used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder shall be madeconstrued, and all financial statements required to be delivered hereunder or thereunder (including under subsection 7.6) covenants and computations of amounts and ratios contained herein shall be preparedcalculated, (a) without giving effect to any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (b) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. For the avoidance of doubt, all financial covenants and computations of amounts and ratios contained herein shall be calculated without giving effect to, and shall exclude, any financial impact of any Managed Vehicle that is consolidated by the ParentBorrower in accordance with GAAP, as in effect GAAP other than (i) the fair value of investments in the United States on December 31Managed Vehicles by the ParentBorrower or any of its Subsidiaries, 1997 and, unless expressly provided herein, shall be computed or determined on a consolidated basis and without duplication. (bii) For purposes of computing earnings resulting from the Consolidated Fixed Charge Coverage Ratio, Consolidated Interest Coverage Ratio, Consolidated Leverage Ratio and Net Senior Debt Ratio (and any financial calculations required to be made or included within such ratios) as of change in the end of any Fiscal Quarter and for purposes of computing Consolidated EBITDA in connection with subsection 7.6C (but not for purposes of computing Consolidated Excess Cash Flow for any period), as at the end of any Fiscal Quarter, all components fair value of such ratios investments, (other than Consolidated Capital Expendituresiii) or Consolidated EBITDA for the period of four Fiscal Quarters ending at the end of such Fiscal Quarter shall include or exclude, as the case may be, without duplication, such components of such ratios or Consolidated EBITDA attributable to any business or assets that have been acquired or disposed of investment income earned by the Company ParentBorrower or any of its Subsidiaries from its investment in the Managed Vehicles, and (including through mergers or consolidationsiv) after the first day of such period of four Fiscal Quarters and prior to the end of such period, as determined in good faith management fees earned by the Company on a pro forma basis for such period ParentBorrower or any of four Fiscal Quarters as if such acquisition or disposition had occurred on such first day of such period (including, whether or not such inclusion would be permitted under GAAP or Regulation S-X of its Subsidiaries from the Securities and Exchange Commission, cost savings that would have been realized had such acquisition occurred on such dayManaged Vehicles. (c) All calculations of Consolidated EBITDA, Consolidated Fixed Charge Coverage Ratio and Consolidated Interest Coverage Ratio (and related definitions) for any period ending prior to or including the Merger Date shall be made on a pro-forma basis assuming the Tender Offer and the Merger were consummated on the first day of such period and all calculations of Consolidated Interest Expense and interest expense included in the calculation of Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio shall be calculated on a pro forma basis as if the Merger were consummated on the Closing Date and Annualized as set forth in the definitions of Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio. All calculations of Consolidated Total Debt on any date prior to the Merger Date shall be made on a pro forma basis assuming the Merger was consummated on such date.

Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement. (a) Unless A. Except as otherwise specifiedexpressly provided in this Agreement, all accounting terms used not otherwise defined herein or shall have the meanings assigned to them in any conformity with GAAP. Financial statements and other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder shall be made, and all financial statements information required to be delivered hereunder or thereunder (including under subsection 7.6) by Company to Lenders pursuant to this Agreement and calculations in connection with the definitions, covenants and other provisions of this Agreement shall be prepared, prepared in accordance with GAAP, GAAP or the application thereof as in effect at the time of such preparation. If at any time any change in GAAP or the United States on December 31application thereof would affect the computation of any financial ratio set forth in any Loan Document, 1997 andand Company or Requisite Lenders shall so request, unless expressly Administrative Agent and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP or the application thereof prior to such change therein and Company shall provide to Administrative Agent and Lenders reconciliation statements provided for in subsection 6.1G. B. Notwithstanding anything to the contrary contained herein, shall be computed or determined on a consolidated basis financial ratios and without duplication. (b) For purposes of computing the Consolidated Fixed Charge Coverage Ratio, Consolidated Interest Coverage Ratio, Consolidated Leverage Ratio and Net Senior Debt Ratio (and any other financial calculations required pursuant to be made or included within such ratios) as of the end of any Fiscal Quarter and for purposes of computing Consolidated EBITDA in connection with subsection 7.6C (but not for purposes of computing Consolidated Excess Cash Flow for any period), as at the end of any Fiscal Quarter, all components of such ratios this Agreement (other than Consolidated Capital Expenditurespursuant to subsection 7.8) or Consolidated EBITDA for the period of four Fiscal Quarters ending at the end of such Fiscal Quarter shall include or excludeshall, as the case may be, without duplication, such components of such ratios or Consolidated EBITDA attributable to following any business or assets that have been acquired or disposed of by the Company Permitted Acquisition or any Asset Sale of its Subsidiaries (including through mergers a Subsidiary or consolidations) after the first day of such period of four Fiscal Quarters and prior to the end of such periodoperating entity, as determined in good faith by the Company on a pro forma basis for such period of four Fiscal Quarters as if such acquisition or disposition had occurred on such first day of such period (including, whether or not such inclusion would be permitted under GAAP or Regulation S-X of the Securities and Exchange Commission, cost savings that would have been realized had such acquisition occurred on such day. (c) All calculations of Consolidated EBITDA, Consolidated Fixed Charge Coverage Ratio and Consolidated Interest Coverage Ratio (and related definitions) for any period ending prior to or including the Merger Date shall be made on a pro-forma basis assuming the Tender Offer and the Merger were consummated on the first day of such period and all calculations of Consolidated Interest Expense and interest expense included in the calculation of Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio shall be calculated on a Pro Forma Basis until the completion of four full Fiscal Quarters following such transaction (or, in the case of pro forma basis adjustments arising out of prospective annual operating expense reductions attributable to a Permitted Acquisition, such longer period as if the Merger were consummated on the Closing Date and Annualized as set forth in the definitions of Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio. All calculations of Consolidated Total Debt on any date prior is acceptable to the Merger Date Administrative Agent). C. Notwithstanding the foregoing, the parties hereto acknowledge and agree that for purposes of calculating any financial covenant or similar ratio under this Agreement, Indebtedness shall be made on a pro forma basis assuming the Merger was consummated on such datevalued at par (or par plus accrued Indebtedness, as appropriate).

Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement. (a) Unless otherwise specifiedFor purposes of this Agreement and each other Loan Document, all accounting terms used not otherwise defined herein shall have the meanings assigned to such terms in conformity with GAAP. Financial statements and other information furnished to the Administrative Agent pursuant to SECTION 7.1.1 shall be prepared in accordance with GAAP. No Accounting Changes shall affect financial covenants, standards or terms in this Agreement or any other Loan Document Document; PROVIDED that the Borrower shall be interpreted, all accounting determinations prepare footnotes to each Compliance Certificate and computations hereunder or thereunder shall be made, and all the financial statements required to be delivered hereunder or thereunder that show the differences between the financial statements delivered (including under subsection 7.6which reflect such Accounting Changes) shall be preparedand the basis for calculating financial covenant compliance (without reflecting such Accounting Changes). Unless otherwise expressly provided, in accordance with GAAP, as in effect in the United States on December 31, 1997 and, unless expressly provided herein, all financial covenants and defined financial terms shall be computed or determined on a consolidated basis for the Borrower and its Subsidiaries, in each case without duplication. . In addition, with respect to any period during which a Permitted Acquisition, the Qualified SLB or any Disposition made in accordance with CLAUSE (bn) For purposes of computing the Consolidated Fixed Charge Coverage RatioSECTION 7.2.11 has occurred (each, Consolidated Interest Coverage Ratio, Consolidated Leverage Ratio and Net Senior Debt Ratio (and any financial calculations required to be made or included within such ratios) as of the end of any Fiscal Quarter and for purposes of computing Consolidated EBITDA in connection with subsection 7.6C (but not for purposes of computing Consolidated Excess Cash Flow for any perioda "SUBJECT TRANSACTION"), as at EBITDA and the end of any Fiscal Quarter, all components of such ratios (other than Consolidated Capital Expenditures) or Consolidated EBITDA for the period of four Fiscal Quarters ending at the end of such Fiscal Quarter shall include or exclude, as the case may be, without duplication, such components of such ratios or Consolidated EBITDA attributable to any business or assets that have been acquired or disposed of by the Company or any of its Subsidiaries (including through mergers or consolidations) after the first day of such period of four Fiscal Quarters and prior to the end of such period, as determined in good faith by the Company on a pro forma basis for such period of four Fiscal Quarters as if such acquisition or disposition had occurred on such first day of such period (including, whether or not such inclusion would be permitted under GAAP or Regulation S-X of the Securities and Exchange Commission, cost savings that would have been realized had such acquisition occurred on such day. (c) All calculations of Consolidated EBITDA, Consolidated Fixed Charge Coverage Ratio and Consolidated Interest Coverage Ratio (and related definitions) for any period ending prior to or including the Merger Date shall be made on a pro-forma basis assuming the Tender Offer and the Merger were consummated on the first day of such period and all calculations of Consolidated Interest Expense and interest expense included in the calculation of Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio shall be calculated with respect to such period on a pro forma 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 the definition of "Permitted Acquisition") using the historical financial statements of any business so acquired or to be acquired or the subject of the Qualified SLB or such Disposition made in accordance with CLAUSE (n) of SECTION 7.2.11 and the consolidated financial statements of the Borrower and 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 Merger were consummated on beginning of such period (and assuming that such Indebtedness bears interest during any portion of the Closing Date and Annualized as set forth in the definitions of Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio. All calculations of Consolidated Total Debt on any date applicable measurement period prior to the Merger Date shall be made on a pro forma basis assuming relevant acquisition at the Merger was consummated on weighted average of the interest rates applicable to outstanding Loans incurred during such dateperiod).

Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement. (a) Unless Except as otherwise specifiedexpressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP or SAP, as applicable, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or SAP, as applicable, or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Requisite Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or SAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP or SAP, as applicable, as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that any change in GAAP after the Effective Date will not cause any lease that was not or would not have been a Capital Lease prior to such change to be deemed a Capital Lease and the obligations with respect thereto shall not constitute Indebtedness under clause (ii) of the definition thereof. Financial statements and other information required to be delivered by the Borrower to the Administrative Agent pursuant to clauses (i) and (ii) of Section 5.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation. Notwithstanding anything herein to the contrary, all financial statements delivered hereunder shall be prepared, all terms of an accounting or financial nature used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder shall be madeconstrued, and all financial statements required to be delivered hereunder or thereunder (including under subsection 7.6) covenants and computations of amounts and ratios contained herein shall be preparedcalculated, in accordance with GAAP(a) without giving effect to any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as in effect in the United States on December 31, 1997 and, unless expressly provided herein, shall be computed or determined on a consolidated basis defined therein and without duplication. (b) For purposes without giving effect to any treatment of computing the Consolidated Fixed Charge Coverage RatioIndebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, Consolidated Interest Coverage Ratio, Consolidated Leverage Ratio and Net Senior Debt Ratio (and any financial calculations required to such Indebtedness shall at all times be made or included within such ratios) as of the end of any Fiscal Quarter and for purposes of computing Consolidated EBITDA in connection with subsection 7.6C (but not for purposes of computing Consolidated Excess Cash Flow for any period), as valued at the end of any Fiscal Quarter, all components of such ratios (other than Consolidated Capital Expenditures) or Consolidated EBITDA for the period of four Fiscal Quarters ending at the end of such Fiscal Quarter shall include or exclude, as the case may be, without duplication, such components of such ratios or Consolidated EBITDA attributable to any business or assets that have been acquired or disposed of by the Company or any of its Subsidiaries (including through mergers or consolidations) after the first day of such period of four Fiscal Quarters and prior to the end of such period, as determined in good faith by the Company on a pro forma basis for such period of four Fiscal Quarters as if such acquisition or disposition had occurred on such first day of such period (including, whether or not such inclusion would be permitted under GAAP or Regulation S-X of the Securities and Exchange Commission, cost savings that would have been realized had such acquisition occurred on such dayfull stated principal amount thereof. (c) All calculations of Consolidated EBITDA, Consolidated Fixed Charge Coverage Ratio and Consolidated Interest Coverage Ratio (and related definitions) for any period ending prior to or including the Merger Date shall be made on a pro-forma basis assuming the Tender Offer and the Merger were consummated on the first day of such period and all calculations of Consolidated Interest Expense and interest expense included in the calculation of Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio shall be calculated on a pro forma basis as if the Merger were consummated on the Closing Date and Annualized as set forth in the definitions of Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio. All calculations of Consolidated Total Debt on any date prior to the Merger Date shall be made on a pro forma basis assuming the Merger was consummated on such date.

Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement. (a) Unless A. Except as otherwise specifiedexpressly provided in this Agreement, all accounting terms used not otherwise defined herein or shall have the meanings assigned to them in any conformity with GAAP. Financial statements and other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder shall be made, and all financial statements information required to be delivered hereunder or thereunder (including under subsection 7.6) by Company to Lenders pursuant to this Agreement and calculations in connection with the definitions, covenants and other provisions of this Agreement shall be prepared, prepared in accordance with GAAP, GAAP or the application thereof as in effect at the time of such preparation. If at any time any change in GAAP or the United States on December 31application thereof would affect the computation of any financial ratio set forth in any Loan Document, 1997 andand Company or Requisite Lenders shall so request, unless expressly Administrative Agent and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP or the application thereof prior to such change therein and Company shall provide to Administrative Agent and Lenders reconciliation statements provided for in subsection 6.1G. B. Notwithstanding anything to the contrary contained herein, shall be computed or determined on a consolidated basis financial ratios and without duplication. (b) For purposes of computing the Consolidated Fixed Charge Coverage Ratio, Consolidated Interest Coverage Ratio, Consolidated Leverage Ratio and Net Senior Debt Ratio (and any other financial calculations required pursuant to be made or included within such ratios) as of the end of any Fiscal Quarter and for purposes of computing Consolidated EBITDA in connection with subsection 7.6C (but not for purposes of computing Consolidated Excess Cash Flow for any period), as at the end of any Fiscal Quarter, all components of such ratios this Agreement (other than Consolidated Capital Expenditurespursuant to subsection 7.8) or Consolidated EBITDA for the period of four Fiscal Quarters ending at the end of such Fiscal Quarter shall include or excludeshall, as the case may be, without duplication, such components of such ratios or Consolidated EBITDA attributable to following any business or assets that have been acquired or disposed of by the Company Permitted Acquisition or any Asset Sale of its Subsidiaries (including through mergers a Subsidiary or consolidations) after the first day of such period of four Fiscal Quarters and prior to the end of such periodoperating entity, as determined in good faith by the Company on a pro forma basis for such period of four Fiscal Quarters as if such acquisition or disposition had occurred on such first day of such period (including, whether or not such inclusion would be permitted under GAAP or Regulation S-X of the Securities and Exchange Commission, cost savings that would have been realized had such acquisition occurred on such day. (c) All calculations of Consolidated EBITDA, Consolidated Fixed Charge Coverage Ratio and Consolidated Interest Coverage Ratio (and related definitions) for any period ending prior to or including the Merger Date shall be made on a pro-forma basis assuming the Tender Offer and the Merger were consummated on the first day of such period and all calculations of Consolidated Interest Expense and interest expense included in the calculation of Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio shall be calculated on a Pro Forma Basis until the completion of four full Fiscal Quarters following such transaction (or, in the case of pro forma basis adjustments arising out of prospective annual operating expense reductions attributable to a Permitted Acquisition, such longer period as if the Merger were consummated on the Closing Date and Annualized as set forth in the definitions of Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio. All calculations of Consolidated Total Debt on any date prior is acceptable to the Merger Date Administrative Agent). C. Notwithstanding the foregoing, the parties hereto hereby acknowledge and agree that for purposes of calculating any financial covenant or similar ratio under this Agreement, Indebtedness shall be made on a pro forma basis assuming the Merger was consummated on such datevalued at par (or par plus accrued Indebtedness, as appropriate).