“Specified Transaction” shall mean any Investment, sale, transfer or other disposition of assets, incurrence or repayment of Indebtedness, Restricted Payment, Restricted Debt Payment, cost savings, restructuring or other operational initiative or other event that by the terms of the Loan Documents requires compliance on a Pro Forma Basis with a test, basket, threshold or covenant hereunder or requires such test, basket, threshold or covenant to be calculated on a Pro Forma Basis.

“Specified Transaction” shall meanmeans, with respect to any period, any Investment, sale, transfer or other disposition of assets,Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Restricted Debt Payment, cost savings, restructuring or other operational initiativesubsidiary designation, New Project or other event that by the terms of the Loan Documents requires compliance on a Pro“Pro Forma BasisCompliance” with a test, basket, thresholdtest or covenant hereunder or requires such test, basket, thresholdtest or covenant to be calculated on a Pro“Pro Forma Basis.”

“Specified Transaction” shall meanmeans, with respect to any period, any Investment, sale, transfer or other disposition of assets,Disposition, incurrence or repayment of Indebtedness,Indebtedness or Restricted Payment, Restricted Debt Payment, cost savings, restructuring or other operational initiative or other eventPayment that by the terms of the Loan Documentsthis Agreement requires pro forma compliance on a Pro Forma Basis with a test, basket, thresholdtest or covenant hereunder or requires such test, basket, thresholdtest or covenant to be calculated on a Pro“Pro Forma Basis.Basis”.

“Specified Transaction” shall meanmeans any Investment, sale, transfer or other disposition of assets,Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Restricted Debt Payment, cost savings, restructuringPayment or other operational initiative or other event that bySubsidiary designation in respect of which the terms of the Loan Documents requires compliance on a Pro Forma Basis with a test, basket, threshold or covenant hereunder or requires such test, basket, threshold or covenantthis Agreement require any test to be calculated on a Pro“Pro Forma Basis.Basis”.

“Specified Transaction” shall meanmeans, with respect to any period, any Permitted Acquisition, Investment, sale, transferDisposition, incurrence, assumption or other dispositionprepayment, repayment, retirement, redemption, satisfaction, discharge or defeasance of assets,Indebtedness (including the incurrence of any Incremental Term Loans or repaymentIncremental Equivalent Indebtedness or the establishment of Indebtedness,any Incremental Revolving Commitment Increase), Restricted Payment, designation of a Subsidiary as a Restricted Debt Payment, cost savings, restructuringSubsidiary or other operational initiativean Unrestricted Subsidiary or any other event that by the terms of the Loan Documentsthis Agreement requires compliance on a Pro Forma Basis“pro forma compliance” (or words to similar effect) with a test, basket, thresholdtest or covenant hereunder or requires such test, basket, thresholdtest or covenant to be calculated on a Pro Forma Basis.“pro forma basis” (or words to similar effect).

“Specified Transaction” shall meanmeans any Investment, sale, transfer or other disposition of assets,Disposition, incurrence or repayment of Indebtedness, granting of a Lien, Restricted Payment, Restricted Debt Payment, cost savings, restructuringSubsidiary designation or other operational initiative or other eventAdditional Loan that by the terms of the Loan Documents requires compliance on a Pro Forma Basis with a test, basket, threshold or covenant hereunder orthis Agreement requires such test, basket, threshold or covenanttest to be calculated on a Pro“Pro Forma Basis.Basis” or after giving “Pro Forma Effect”; provided that an Additional Commitment, for purposes of this “Specified Transaction” definition, shall be deemed to be fully drawn.

“Specified Transaction” shall meanmeans any Investment, sale, transfer or other disposition of assets,Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Restricted Debt Payment, cost savings, restructuringSubsidiary designation, Incremental Term Loan or other operational initiative or other event that byRevolving Commitment Increase in respect of which the terms of the Loan Documents requires compliance on a Pro Forma Basis with a test, basket, threshold or covenant hereunder or requires such test, basket, threshold or covenantthis Agreement require any test to be calculated on a Pro“Pro Forma Basis.Basis” or after giving “Pro Forma Effect”; provided that a Revolving Commitment Increase, for purposes of this “Specified Transaction” definition, shall be deemed to be fully drawn.

“Specified Transaction” shall meanmeans any Investment, sale, transfer or other disposition of assets,Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Restricted Debt Payment, cost savings, restructuringSubsidiary designation, Business Expansion, Incremental Term Loan or other operational initiative or other event that byRevolving Commitment Increase in respect of which the terms of the Loan Documents requires compliance on a Pro Forma Basis with a test, basket, threshold or covenant hereunder or requires such test, basket, threshold or covenantthis Agreement require any test to be calculated on a Pro“Pro Forma Basis.Basis” or after giving “Pro Forma Effect”; provided that a Revolving Commitment Increase, for purposes of this “Specified Transaction” definition, shall be deemed to be fully drawn.

““Specified Transaction” shall meanTransaction” means any Investment, sale, transfer or other disposition of assets,Investment (including any Limited Condition Acquisition), disposition, incurrence or repayment of Indebtedness, Restricted Payment, Restricted Debt Payment, cost savings, restructuring or other operational initiative or other eventSubsidiary designation, Incremental Facility that by the terms of the Loan Documents requires compliance on a Pro Forma Basis with a test, basket, threshold or covenant hereunder orthis Agreement requires such test, basket, threshold or covenanttest to be calculated on a Pro“Pro Forma Basis”; provided that any increase in the Commitments (including, for this purpose, any Incremental Commitment or Extended Commitment) above the amount of Commitments in effect on the Closing Date, for purposes of this “Specified Transaction” definition, shall be deemed to be fully drawn; provided, further, that, at the Borrowers’ election, any such Specified Transaction (other than a Restricted Payment) having an aggregate value of less than $5,000,000 shall not be calculated on a “Pro Forma Basis.”

“Specified Transaction” shall mean "Specified Transaction" means any Investment, sale, transfer or other disposition of assets,Disposition, incurrence or repayment of Indebtedness, or Restricted Payment, Restricted Debt Payment, cost savings, restructuring or other operational initiative or other event that by the terms of the Loan Documentsthis Agreement requires compliance on a Pro Forma Basis with a test, basket, threshold or covenant hereunder or requires such test, basket, threshold or covenanttest to be calculated on a Pro"Pro Forma Basis.Basis", be given in "Pro Forma Compliance" with, or after giving "Pro Forma Effect"; provided that any increase in the Revolving Commitments above the amount of Revolving Commitments in effect on the Closing Date, for purposes of this definition, shall be deemed to be fully drawn.