“Consolidated Secured Net Leverage Ratio” means, with respect to any Test Period, the ratio of # Consolidated Secured Net Debt as of the last day of such Test Period to # Consolidated EBITDA of Holdings, the Lead Borrower and its Restricted Subsidiaries for such Test Period.

immediately after giving effect to such Credit Extension and the Acquisition to by financed with the proceeds thereof, # Borrower shall be in Pro Forma Compliance with [Section 9.2]; and # the Leverage Ratio (calculated on a Pro Forma Basis) shall not exceed then applicable maximum Leverage Ratio as set forth in [Section 9.1] minus 0.25;

For purposes of calculating the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio and the Interest Coverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made # during the applicable Test Period or # subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the ​ or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this [Section 1.08], then the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated to give pro forma effect thereto in accordance with this [Section 1.08].

provided that (i) in no event shall obligations under any Derivative Transaction be deemed “Indebtedness” for any calculation of the Total Leverage Ratio, the Secured Leverage Ratio, the First Lien Leverage Ratio or any other financial ratio under this Agreement and (ii) the amount of Indebtedness of any Person for purposes of [clause (e)] shall be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the fair market value of the property encumbered thereby as determined by such Person in good faith.

For purposes of determining the Secured Net Leverage Ratio and the Total Net Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of # testing the financial covenants under [Section 7.10], at the Exchange Rate in respect thereof as of the last day of the fiscal quarter for which such measurement is being made, and # calculating any Secured Net Leverage Ratio and any Total Net Leverage Ratio (other than for the purposes of determining compliance with [Section 7.10]), at the Exchange Rate as of the date of calculation, and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness.

SECTION # Leverage Ratio. Holdings and the Borrower will not permit the Leverage Ratio on the last day of any fiscal quarter to exceed 5.00 to 1.00.

"Leverage Ratio" means the ratio of Net Debt to EBITDA.

with respect to an Incremental Facility or Incremental Equivalent Debt to be incurred as Pari Passu Lien Debt, the First Lien Net Leverage Ratio for the applicable Test Period being greater than # the Closing Date First Lien Net Leverage Ratio or # the First Lien Net Leverage Ratio immediately prior to such incurrence;

; provided that, during each Specified Acquisition Period, the maximum Consolidated Leverage Ratio permitted as of the end of any fiscal quarter of the Borrowers set forth above shall be increased by increasing the numerator thereof by 0.5, but such numerator shall not exceed 5.25:1.00.

Section # Leverage Ratio