Common use of Compliance in Connection with Certain Investments and Repayments Clause in Contracts

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, which may be conditional, has been delivered, in each case for purposes of determining: (1) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment or acquisition is permitted to be incurred in compliance with Section 3.3; (2) whether any Lien being incurred in connection with such Investment or acquisition or to secure any such Indebtedness is permitted to be incurred in accordance with Section 3.5 or the definition of “Permitted Liens”; (3) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment or acquisition complies with the covenants or agreements contained in this Indenture or the Notes; and (4) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, the date that the definitive agreement for such Investment or acquisition is entered into (the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment or acquisition, will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Investment or acquisition or in connection with compliance by the Issuer or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Investment or acquisition is permitted to be Incurred and (b) until such Investment or acquisition is consummated or such definitive agreements are terminated, such Investment or acquisition and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment or acquisition) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Investment or acquisition and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the date of consummation of such Investment or acquisition. The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (b) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, and (y) repayment, repurchase or refinancing of Indebtedness with respect to which may be conditional, an irrevocable notice of repayment (or similar irrevocable notice) has been delivered, in each case for purposes of determining: (1) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 3.3; (2) whether any Lien being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance with Section 3.5 or the definition of “Permitted Liens”; (3) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (4) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Secured Net Debt Ratio, Consolidated Senior Secured Total Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets Assets, Borrowing Base and/or Pro Forma Cost Savings and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, using the date that the definitive agreement for such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice of such repayment, repurchase or refinancing of Indebtedness is given to the holders of such Indebtedness (the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, (i) if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Secured Net Debt Ratio, Consolidated Senior Secured Total Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets Assets, Borrowing Base and/or Pro Forma Cost Savings of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness, will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness, or in connection with compliance by the Issuer or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness, is permitted to be Incurred and (b) until such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is consummated or such definitive agreements are terminated, such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the date of consummation of such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness and (ii) a definitive commitment letter that provides for debt financing shall constitute a “definitive agreement” for purposes of the foregoing, notwithstanding that such commitment letter provides that such financing will ultimately be provided under or governed by another loan agreement, credit agreement, indenture or other instrument. However, the Consolidated Net Income (and any other financial term derived therefrom) of or attributable to the target company or assets associated with any Investment or acquisitionacquisition referred to in clause (x) of this paragraph shall be excluded for the purposes of calculating the ability to make any Restricted Payment under Sections 3.4(a) and 3.4(b) unless and until the closing of such Investment or acquisition shall have actually occurred. The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (b) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any (x) Investment or acquisition, in each case, for the consummation of which is not conditioned on the Issuer availability of, or any Subsidiary on obtaining, third-party financing and (y) repayment, repurchase or refinancing of the Issuer may not terminate its obligations Indebtedness with respect to which a notice of repayment (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwisesimilar notice), as applicable, which may be conditional, has been delivered, in each case for purposes of determining: (1i) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 3.3; (2ii) whether any Lien being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance compliance with Section 3.5 or the definition of “Permitted Liens”3.5; (3iii) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (4iv) any calculation of the ratiosratios or financial metrics, including Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Specified Consolidated Total Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, the date that the definitive agreement for such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is entered into into, or the date that notice, which may be conditional, of such repayment, repurchase or refinancing of Indebtedness is given to the holders of such Indebtedness (the “Transaction Agreement Date”) ), may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Specified Consolidated Total Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness, will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness, or in connection with compliance by the Issuer or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness, is permitted to be Incurred Incurred, and (b) until such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is consummated or such definitive agreements are agreement is terminated, such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements are entered into and deemed to be outstanding thereafter for purposes of calculating any baskets baskets, ratios or ratios financial metrics under this Indenture after the date of such agreement and before the date of consummation of such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness. The In addition, compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (b) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any Investment or acquisition, in each case, for which the Issuer Parent Guarantor or any Subsidiary of the Issuer Parent Guarantor may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, which may be conditional, has been delivered, in each case for purposes of determining: (1) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment or acquisition is permitted to be incurred in compliance with Section 3.3; (2) whether any Lien being incurred in connection with such Investment or acquisition or to secure any such Indebtedness is permitted to be incurred in accordance with Section 3.5 or the definition of “Permitted Liens”; (3) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment or acquisition complies with the covenants or agreements contained in this Indenture or the Notes; and (4) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the IssuerParent Guarantor, using the date that the definitive agreement for such Investment or acquisition is entered into (the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Issuer Parent Guarantor elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings of the Issuer Parent Guarantor from the Transaction Agreement Date to the date of consummation of such Investment or acquisition, will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Investment or acquisition or in connection with compliance by the Issuer Parent Guarantor or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Investment or acquisition is permitted to be Incurred and (b) until such Investment or acquisition is consummated or such definitive agreements are terminated, such Investment or acquisition and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment or acquisition) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Investment or acquisition and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the date of consummation of such Investment or acquisition. The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (b) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the IssuerParent Guarantor. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, and (y) repayment, repurchase or refinancing of Indebtedness with respect to which may be conditional, an irrevocable notice of repayment (or similar irrevocable notice) has been delivered, in each case for purposes of determining: (1) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 3.3; (2) whether any Lien being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance with Section 3.5 or the definition of “Permitted Liens”; (3) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (4) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, using the date that the definitive agreement for such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice of such repayment, repurchase or refinancing of Indebtedness is given to the holders of such Indebtedness (the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, (i) if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness, will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness, or in connection with compliance by the Issuer or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness, is permitted to be Incurred and (b) until such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is consummated or such definitive agreements are terminated, such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the date of consummation of such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness and (ii) a definitive commitment letter that provides for debt financing shall constitute a “definitive agreement” for purposes of the foregoing, notwithstanding that such commitment letter provides that such financing will ultimately be provided under or governed by another loan agreement, credit agreement, indenture or other instrument. However, the Consolidated Net Income (and any other financial term derived therefrom) of or attributable to the target company or assets associated with any Investment or acquisitionacquisition referred to in clause (x) of this paragraph shall be excluded for the purposes of calculating the ability to make any Restricted Payment under Sections 3.4(a) and 3.4(b) unless and until the closing of such Investment or acquisition shall have actually occurred. The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (b) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any (x) Investment or acquisition, in each casemerger, for amalgamation or similar transaction that has been definitively agreed to or publicly announced, (y) repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock with respect to which the Issuer or any Subsidiary a notice of the Issuer may not terminate its obligations prepayment (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwisesimilar notice), as applicable, which may be conditional, has been delivereddelivered and (z) Restricted Payment that has been declared, in each case for purposes of determining: (1) whether any Indebtedness (including Acquired Indebtedness) ), Disqualified Stock or Preferred Stock that is being incurred Incurred in connection with such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment is permitted to be incurred Incurred in compliance with Section 3.3; (2) whether any Lien being incurred in connection with such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or to secure any such Indebtedness is permitted to be incurred in accordance with Section 3.5 or the definition of “Permitted Liens”; (3) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment complies with the covenants or agreements contained in this Indenture or the Notes; and; (4) any calculation of the ratios, baskets or financial metrics, including Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings and, and whether a Default or Event of Default exists in connection with the foregoing; and (5) whether any condition precedent to the Incurrence of Indebtedness (including Acquired Indebtedness), Disqualified Stock, Preferred Stock or Liens, in each case that is being Incurred in connection with such Investment, acquisition, merger, amalgamation or similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment is satisfied, at the option of Parent Guarantor, any of its Restricted Subsidiaries, any direct or indirect parent of Parent Guarantor or any successor entity of any of the Issuerforegoing (the “Testing Party”), the date that the definitive agreement for such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is entered into or the date of any notice, which may be conditional, of such repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is given to the holders thereof, or the date of declaration of a Restricted Payment (the “Transaction Agreement Commitment Date”) ), may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Issuer Testing Party elects to use the Transaction Agreement Commitment Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings of the Issuer Parent Guarantor from the Transaction Agreement Commitment Date to the date of consummation of such Investment or acquisitiontransaction, will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment or in connection with compliance by the Issuer Parent Guarantor or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment is permitted to be Incurred and Incurred, (b) if financial statements for one or more subsequent fiscal quarters shall have become available, the Testing Party may elect, in its sole discretion, to re-determine all such baskets, ratios and financial metrics on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable Transaction Commitment Date for purposes of such baskets, ratios and financial metrics, (c) if any ratios or financial metrics improve or baskets increase as a result of such fluctuations, such improved ratios, financial metrics or baskets may be utilized, (d) until such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment is consummated or consummated, such definitive agreements are terminatedterminated or such notice is rescinded, such Investment or acquisition or other transaction and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment Investment, acquisition, merger, amalgamation or acquisitionsimilar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment) that are consummated after the Transaction Agreement Commitment Date and on or prior to the date of consummation of such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereofthereof and Liens) will be deemed to have occurred on the date the definitive agreements are entered Transaction Commitment Date and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the such date of such agreement and before the date of consummation of such Investment Investment, acquisition, merger, amalgamation or acquisitionsimilar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment and (e) Consolidated Interest Expense and Fixed Charges for purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin (without giving effect to any step-ups) contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by Parent Guarantor in good faith. The In addition, compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Commitment Date and not as of any later date as would otherwise be required under this Indenture, except as contemplated by clause (b) of the immediately preceding sentence. (b) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the IssuerParent Guarantor. (c) To the extent the date of delivery of any document required to be delivered pursuant to any provision of this Indenture falls on a day that is not a Business Day, the applicable date of delivery shall be deemed to be the next succeeding Business Day. (d) For purposes of determining the maturity date of any Indebtedness, customary bridge loans subject to customary conditions that would be extended as, converted into or required to be exchanged for permanent refinancing either automatically or subject to customary conditions (including no payment or bankruptcy event of default) shall be deemed to have the maturity date as so extended, converted or exchanged. (e) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (f) Notwithstanding anything to the contrary herein, so long as an action was taken (or not taken) in reliance upon a basket or ratio that was calculated or determined in good faith by a responsible financial or accounting officer of Parent Guarantor based upon financial information available to such officer at such time and such action (or inaction) was permitted hereunder at the time of such calculation or determination, any subsequent restatement, modification or adjustments made to such financial information (including any restatement, modification or adjustment that would have caused such basket or ratio to be exceeded as a result of such action or inaction) shall not result in any Default or Event of Default. (g) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred, any Investment or Restricted Payment is made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Senior Secured Net Debt Ratio or Consolidated Total Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than another ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Senior Secured Net Debt Ratio or Consolidated Total Net Debt Ratio) on the same date, and each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred, each Investment or Restricted Payment made and each other transaction undertaken will be deemed to have been incurred, issued, made or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Senior Secured Net Debt Ratio or Consolidated Total Net Debt Ratio test.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any (x) Investment or acquisition, in each casecase the consummation of which is not conditioned on the availability of, for or on obtaining, third-party financing and (y) repayment, repurchase or refinancing of Indebtedness with respect to which the Issuer or any Subsidiary a notice of the Issuer may not terminate its obligations repayment (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwisesimilar notice), as applicable, which may be conditional, has been delivered, in each case for purposes of determining: (1i) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 3.3; (2ii) whether any Lien being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance with Section 3.5 or the definition of “Permitted Liens”; (3iii) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (4iv) any calculation of the ratiosratios or financial metrics, including Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Specified Consolidated Total Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Dutch Co-Issuer, the date that the definitive agreement for such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is entered into or the date of such notice, which may be conditional, of such repayment, repurchase or refinancing of Indebtedness is given to the holders of such Indebtedness (the “Transaction Agreement Date”) ), may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Dutch Co-Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Specified Consolidated Total Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings of the Dutch Co-Issuer from the Transaction Agreement Date to the date of consummation of such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness, will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness, or in connection with compliance by the Dutch Co-Issuer or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness, is permitted to be Incurred and (b) until such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is consummated or such definitive agreements are terminated, such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness, and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements are entered into and deemed to be outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the date of consummation of such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness. The compliance Compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (b) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Dutch Co-Issuer. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any (x) Investment or acquisition, in each casemerger, for amalgamation or similar transaction that has been definitively agreed to or publicly announced, (y) repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock with respect to which the Issuer or any Subsidiary a notice of the Issuer may not terminate its obligations prepayment (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwisesimilar notice), as applicable, which may be conditional, has been delivereddelivered and (z) Restricted Payment that has been declared, in each case for purposes of determining: (1) whether any Indebtedness (including Acquired Indebtedness) ), Disqualified Stock or Preferred Stock that is being incurred Incurred in connection with such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment is permitted to be incurred Incurred in compliance with Section 3.3; (2) whether any Lien being incurred in connection with such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or to secure any such Indebtedness is permitted to be incurred in accordance with Section 3.5 or the definition of “Permitted Liens”; (3) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment complies with the covenants or agreements contained in this Indenture or the Notes; and; (4) any calculation of the ratios, baskets or financial metrics, including Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings and, and whether a Default or Event of Default exists in connection with the foregoing; and (5) whether any condition precedent to the Incurrence of Indebtedness (including Acquired Indebtedness), Disqualified Stock, Preferred Stock or Liens, in each case that is being Incurred in connection with such Investment, acquisition, merger, amalgamation or similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment is satisfied, at the option of Parent Guarantor, any of its Restricted Subsidiaries, any direct or indirect parent of Parent Guarantor or any successor entity of any of the Issuerforegoing (the “Testing Party”), the date that the definitive agreement for such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is entered into or the date of any notice, which may be conditional, of such repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is given to the holders thereof, or the date of declaration of a Restricted Payment (the “Transaction Agreement Commitment Date”) ), may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Issuer Testing Party elects to use the Transaction Agreement Commitment Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, [[5541447]] Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings of the Issuer Parent Guarantor from the Transaction Agreement Commitment Date to the date of consummation of such Investment or acquisitiontransaction, will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment or in connection with compliance by the Issuer Parent Guarantor or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment is permitted to be Incurred and Incurred, (b) if financial statements for one or more subsequent fiscal quarters shall have become available, the Testing Party may elect, in its sole discretion, to re-determine all such baskets, ratios and financial metrics on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable Transaction Commitment Date for purposes of such baskets, ratios and financial metrics, (c) if any ratios or financial metrics improve or baskets increase as a result of such fluctuations, such improved ratios, financial metrics or baskets may be utilized, (d) until such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment is consummated or consummated, such definitive agreements are terminatedterminated or such notice is rescinded, such Investment or acquisition or other transaction and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment Investment, acquisition, merger, amalgamation or acquisitionsimilar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment) that are consummated after the Transaction Agreement Commitment Date and on or prior to the date of consummation of such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereofthereof and Liens) will be deemed to have occurred on the date the definitive agreements are entered Transaction Commitment Date and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the such date of such agreement and before the date of consummation of such Investment Investment, acquisition, merger, amalgamation or acquisitionsimilar transaction, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or Restricted Payment and (e) Consolidated Interest Expense and Fixed Charges for purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin (without giving effect to any step-ups) contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by Parent Guarantor in good faith. The In addition, compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Commitment Date and not as of any later date as would otherwise be required under this Indenture, except as contemplated by clause (b) of the immediately preceding sentence. (b) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the IssuerParent Guarantor. (c) To the extent the date of delivery of any document required to be delivered pursuant to any provision of this Indenture falls on a day that is not a Business Day, the applicable date of delivery shall be deemed to be the next succeeding Business Day. (d) For purposes of determining the maturity date of any Indebtedness, customary bridge loans subject to customary conditions that would be extended as, converted into or required to be exchanged for permanent refinancing either automatically or subject to customary conditions (including no [[5541447]] payment or bankruptcy event of default) shall be deemed to have the maturity date as so extended, converted or exchanged. (e) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto. (f) Notwithstanding anything to the contrary herein, so long as an action was taken (or not taken) in reliance upon a basket or ratio that was calculated or determined in good faith by a responsible financial or accounting officer of Parent Guarantor based upon financial information available to such officer at such time and such action (or inaction) was permitted hereunder at the time of such calculation or determination, any subsequent restatement, modification or adjustments made to such financial information (including any restatement, modification or adjustment that would have caused such basket or ratio to be exceeded as a result of such action or inaction) shall not result in any Default or Event of Default. (g) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred, any Investment or Restricted Payment is made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Senior Secured Net Debt Ratio or Consolidated Total Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than another ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Senior Secured Net Debt Ratio or Consolidated Total Net Debt Ratio) on the same date, and each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred, each Investment or Restricted Payment made and each other transaction undertaken will be deemed to have been incurred, issued, made or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Senior Secured Net Debt Ratio or Consolidated Total Net Debt Ratio test. [[5541447]]

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, and (y) repayment, repurchase or refinancing of Indebtedness with respect to which may be conditional, an irrevocable notice of repayment (or similar irrevocable notice) has been delivered, in each case for purposes of determining: (1) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 3.3; (2) whether any Lien being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance with Section 3.5 or the definition of “Permitted Liens”; (3) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (4) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Secured Net Debt Ratio, Consolidated Senior Secured Total Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets Assets, Borrowing Base and/or Pro Forma Cost Savings and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, using the date that the definitive agreement for such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is entered into or irrevocable notice of such repayment, repurchase or refinancing of Indebtedness is given to the holders of such Indebtedness (the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, (i) if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Secured Net Debt Ratio, Consolidated Senior Secured Total Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets Assets, Borrowing Base and/or Pro Forma Cost Savings of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness, will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness, or in connection with compliance by the Issuer or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness, is permitted to be Incurred and and (b) until such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is consummated or such definitive agreements are terminated, such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the date of consummation of such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness and (ii) a definitive commitment letter that provides for debt financing shall constitute a “definitive agreement” for purposes of the foregoing, notwithstanding that such commitment letter provides that such financing will ultimately be provided under or governed by another loan agreement, credit agreement, indenture or other instrument. However, the Consolidated Net Income (and any other financial term derived therefrom) of or attributable to the target company or assets associated with any Investment or acquisitionacquisition referred to in clause (x) of this paragraph shall be excluded for the purposes of calculating the ability to make any Restricted Payment under Sections 3.4(a) and 3.4(b) unless and until the closing of such Investment or acquisition shall have actually occurred. The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (b) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With Notwithstanding anything to the contrary, with respect to any Investment amounts Incurred or acquisitiontransactions entered into (or consummated) in reliance on a provision of any covenant that does not require compliance with a financial ratio or test (any such amounts, the “Fixed Amounts”) substantially concurrently or in each casea series of related transactions with any amounts Incurred or transactions entered into (or consummated) in reliance on a provision in such covenant that requires compliance with any such financial ratio or test, for which including the Issuer Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, or the Fixed Charge Coverage Ratio (any Subsidiary such amounts, the “Incurrence Based Amounts” and, any such basket relating to such financial ratio or test, the “Incurrence Based Baskets”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) in such covenant shall be disregarded in the calculation of the Issuer may not terminate its obligations financial ratio or test applicable to the Incurrence Based Amounts in such covenant in connection with such incurrence, but full pro forma effect shall be given to all applicable and related transactions (including the use of proceeds of all Indebtedness to be Incurred and any repayments, repurchases and redemptions of Indebtedness) and all other permitted pro forma adjustments pursuant to the definition of “Pro Forma Basis”, and each amount Incurred or transaction entered into (or may not do so without incurring significant expenseconsummated) due will be deemed to a lack of financing have been Incurred, entered into, or consummated, first, to the extent available, pursuant to the relevant Incurrence Based Basket. Notwithstanding anything herein to the contrary, if at any time any applicable financial ratio or test for such Investment or acquisition (whether by mergerany basket based on an Incurrence Based Amount permits Indebtedness, consolidation or other business combination or the acquisition of Capital Stock or otherwise)Disqualified Stock, Preferred Stock, Liens, Restricted Payments, Asset Sales, Sale /Leaseback Transactions and Investments, as applicable, which previously Incurred under a basket based on a Fixed Amount, such Indebtedness, Disqualified Stock, Preferred Stock, Liens, Restricted Payments, Asset Sales, Sale/Leaseback Transactions and Investments, as applicable, shall be deemed to have been automatically reclassified as Incurred under such category based on an Incurrence Based Amount. (b) For purposes of calculating any provision in any covenant that requires compliance with any Incurrence Based Amount, with respect to any revolving Indebtedness, delayed draw facility, assumption of any Indebtedness or other committed debt financing Incurred under such ratio-based basket, or the Incurrence or creation of any Lien pursuant to the definition of “Permitted Liens,” the Company may elect, at any time, to either (x) give pro forma effect to the Incurrence of all or any portion of the committed amount of such Indebtedness (or the amount to be conditionalso assumed) and the Incurrence or creation of such Lien, has been deliveredas applicable (any such committed amount elected until the Company revokes such election, in each its sole discretion, the “Reserved Indebtedness Amount”), in which case for purposes of determining: (1) whether any Indebtedness (including Acquired Indebtedness) that is being incurred such committed amount may thereafter be borrowed or reborrowed, in connection with such Investment whole or acquisition is permitted in part, from time to be incurred in time, without further compliance with Section 3.3; (2) whether any Lien being incurred in connection with such Investment or acquisition or to secure Incurrence Based Amount of any such Indebtedness is permitted to be incurred in accordance with Section 3.5 provision of this Indenture or the definition of “Permitted Liens”;, or (y) give pro forma effect to the Incurrence of the actual amount drawn under such revolving Indebtedness, delayed draw facility or other committed debt financing and the actual amount secured by the Incurrence or creation of any Lien, in which case, the ability to Incur the amounts committed to under such Indebtedness and Liens, as applicable, will be subject to such Incurrence Based Amount in the applicable provision (to the extent being Incurred pursuant to such Incurrence Based Amount of such provision) and the definition of “Permitted Liens” at the time of each such Incurrence. (3c) whether Notwithstanding anything to the contrary herein, with respect to any other transaction undertaken amounts Incurred or proposed to be undertaken outstanding in connection with such Investment reliance on a provision of any covenant (including Indebtedness, Disqualified Stock, Preferred Stock, Liens, Restricted Payments, Asset Sales, Sale/Leaseback Transactions and Investments, as applicable) whereby the amount incurred or acquisition complies with outstanding solely as a result of fluctuations in the covenants exchange rate of currencies or agreements contained increases in this Indenture or the Notes; and (4) any calculation value of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, the date that the definitive agreement for such Investment or acquisition is entered into applicable property (the “Transaction Agreement DateIncreased Amount”) will not be deemed to be an Incurrence under such covenant or to be an increase in the amount outstanding under such covenant and, for the avoidance of doubt, any such Increased Amount shall be permitted hereunder. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness or the issuance of Disqualified Stock or Preferred Stock, or the incurrence of Liens, the making of Restricted Payments, Asset Sales, Sale/Leaseback Transactions and Investments, as applicable, whereby the amount of such Indebtedness, Disqualified Stock, Preferred Stock, amount of Liens, Restricted Payment, Asset Sale, Sale/Leaseback Transaction or Investment, as applicable, is denominated in a foreign currency, the U.S. dollar-denominated equivalent amount shall be calculated based on the relevant currency exchange rate in effect on the date such amount was (i) Incurred, issued or made or (ii) committed, as applicable (whichever yields the lower U.S. dollar-equivalent); provided that any Indebtedness, Disqualified Stock, Preferred Stock, amount of Liens, Restricted Payment, Asset Sale, Sale/Leaseback Transaction or Investment, incurred or issued prior to the Issue Date, may be used as determined based on the applicable date of determinationrelevant currency exchange rate in effect on the Issue Date, in the Company’s discretion; provided, further with respect to any such Indebtedness, Disqualified Stock or Preferred Stock (and any related Liens) that is Incurred or issued to refinance other Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount or Maximum Fixed Repurchase Price, as applicable, of such Refinancing Indebtedness does not exceed the principal amount or Maximum Fixed Repurchase Price, as applicable, of such Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, being refinanced (plus any Refinancing Expenses); provided further that the principal amount of any Indebtedness Incurred and Maximum Fixed Repurchase Price of any Disqualified Stock or Preferred Stock issued to refinance other Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, if Incurred or issued in a different currency from the Indebtedness, Disqualified Stock or Preferred Stock being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness, Disqualified Stock or Preferred Stock is denominated that is in effect on the date of such refinancing. (d) When calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, dividends and dispositions or distributions), in each case case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default, Specified Event of Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”) either (a) that the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice, declaration of a dividend or distribution or similar event), (b) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer is published on a regulatory information service in respect of a target of a Limited Condition Transaction is made (or that equivalent notice under equivalent laws, rules or regulations in such other applicable jurisdiction is made), (c) that notice is given with respect to any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment or (d) that notice is given with respect to any dividend or other distribution requiring irrevocable notice in advance thereof and, in each case, if, after giving pro forma effect to the Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, dividends or other distributions and dispositions) and any related pro forma adjustments, the Company or any of the Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such pro forma adjustments as are appropriate ratio, test or basket (and consistent any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with the pro forma adjustment provisions set forth (or satisfied) for all purposes (in the definition case of “Pro Forma Basis” Liens, for example, whether such Liens are to secure Indebtedness that is committed, issued or “Consolidated EBITDA.” incurred at the LCT Test Date or at any time thereafter); provided that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Company may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, dividends or distributions and dispositions). For the avoidance of doubt, if the Issuer elects Company has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA of the Company or the Person subject to such Limited Condition Transaction, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations; however, if any ratios improve or baskets increase as a result of such fluctuations, such improved ratios or baskets may be utilized; (2) if any related requirements and conditions (including as to the absence of any continuing Default, Specified Event of Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default, Specified Event of Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default, Specified Event of Default or Event of Default shall be deemed not to have occurred or be continuing); (3) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction and any related transactions and the use the Transaction Agreement Date as of proceeds thereof (if applicable) and (4) any change to the applicable date exchange rate utilized in calculating compliance with any dollar based provision of determination in accordance with this Indenture, at any time from and after the foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings of the Issuer from the Transaction Agreement LCT Test Date to the date of consummation of such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness, will not be taken into account for purposes of determining (x) whether any Indebtedness or Lien that is being incurred in connection with such Investment or Investment, acquisition or in connection with repayment, repurchase or refinancing of Indebtedness is permitted, or (y) compliance by the Issuer Company or any of the its Restricted Subsidiaries with any other provision of this Indenture Indenture. (e) For purposes of determining the maturity date of any Indebtedness, customary bridge loans that are subject to customary conditions (including no payment or the Notes bankruptcy event of default) that would either automatically be extended as, converted into or any other transaction undertaken in connection with such Investment or acquisition is permitted required to be Incurred and (b) until such Investment or acquisition is consummated or such definitive agreements are terminated, such Investment or acquisition and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment or acquisition) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Investment or acquisition and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) will exchanged for permanent refinancing shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the date of consummation of such Investment or acquisition. The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later maturity date as would otherwise be required under this Indentureso extended, converted or exchanged. (b) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any (x) Investment or acquisition, in each case, for the consummation of which is not conditioned on the Issuer availability of, or any Subsidiary on obtaining, third-party financing and (y) repayment, repurchase or refinancing of the Issuer may not terminate its obligations Indebtedness with respect to which a notice of repayment (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwisesimilar notice), as applicable, which may be conditional, has been delivered, in each case for purposes of determining: (1i) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 3.3; (2ii) whether any Lien being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance compliance with Section 3.5 or the definition of “Permitted Liens”3.5; (3iii) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (4iv) any calculation of the ratiosratios or financial metrics, including Borrowing Base, Fixed Charge Coverage Ratio, Consolidated Total Net Senior Secured Debt Ratio, Consolidated Senior Secured Net Total Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings and, whether a Default or Event of Default exists in connection with the foregoing, ; at the option of the IssuerCommScope, the date that the definitive agreement for such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is entered into into, or the date that notice, which may be conditional, of such repayment, repurchase or refinancing of Indebtedness is given to the holders of such Indebtedness (the “Transaction Agreement Date”) ), may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Issuer CommScope elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Borrowing Base, Fixed Charge Coverage Ratio, Consolidated Total Net Senior Secured Debt Ratio, Consolidated Senior Secured Net Total Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness, will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness, or in connection with compliance by the Issuer CommScope or any of the its Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness, is permitted to be Incurred Incurred, and (b) until such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is consummated or such definitive agreements are agreement is terminated, such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) will be deemed to have occurred on the date the such definitive agreements are agreement is entered into and deemed to be outstanding thereafter for purposes of calculating any baskets baskets, ratios or ratios financial metrics under this Indenture after the date of such agreement and before the date of consummation of such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness. The In addition, compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenturehereunder. (b) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any (x) Investment or acquisition, merger, amalgamation, Division or similar transaction, in each case, for the consummation of which is not conditioned on the Issuer availability of, or any Subsidiary on obtaining, third-party financing and (y) repayment, repurchase or refinancing of the Issuer may not terminate its obligations Indebtedness, Disqualified Stock or Preferred Stock with respect to which a notice of repayment (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwisesimilar notice), as applicable, which may be conditional, has been delivered, in each case for purposes of determining: (1i) whether any Indebtedness (including Acquired Indebtedness) ), Disqualified Stock or Preferred Stock that is being incurred Incurred in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing is permitted to be incurred Incurred in compliance with Section 3.3; (2ii) whether any Lien being incurred Incurred in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing or to secure any such Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred Incurred in accordance compliance with Section 3.5 or the definition of “Permitted Liens”3.5; (3iii) whether any other transaction or plan undertaken or proposed to be undertaken in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing (including any Restricted Payments, dispositions, fundamental changes or designations of Restricted Subsidiaries or Unrestricted Subsidiaries) complies with the covenants or agreements contained in this Indenture or the Notes; and (4iv) any calculation of the ratios, baskets or financial metrics, including Borrowing Base, Consolidated First Lien Net Leverage Ratio, Consolidated Funded First Lien Indebtedness, Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Fixed Charge Coverage Ratio, Consolidated Total Net Debt RatioCash Interest Expense, Consolidated EBITDA, Consolidated Funded Indebtedness, Consolidated Funded Senior Secured Net Debt RatioIndebtedness, Consolidated Interest Expense, Consolidated Net Income, Consolidated Net Tangible Assets, Consolidated Total Assets, Four Quarter Consolidated EBITDA and/or Pro Forma Cost Savings and baskets determined by reference to Consolidated EBITDA, Consolidated Funded First Lien Indebtedness, Consolidated Funded Indebtedness, Consolidated Funded Senior Secured Indebtedness, Consolidated Interest Expense, Consolidated Net Income, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings andor Four Quarter Consolidated EBITDA, and whether a Default or Event of Default exists in connection with the foregoing, ; at the option of the Issuer, the date that the definitive agreement for such Investment agreements (or acquisition is other relevant definitive documentation) are entered into for, or public announcement is made of, such Investment, acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing or Incurrence of Indebtedness, Disqualified Stock, Preferred Stock or Lien, or the date of any notice, which may be conditional, of such repayment, repurchase or refinancing given to the holders of such Indebtedness, Disqualified Stock or Preferred Stock (the “Transaction Agreement Commitment Date”) ), may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Commitment Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in (i) the Borrowing Base, Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Fixed Charge Coverage Ratio, Consolidated Total Net Debt RatioCash Interest Expense, Consolidated EBITDA, Consolidated Funded First Lien Indebtedness, Consolidated Funded Indebtedness, Consolidated Funded Senior Secured Net Debt RatioIndebtedness, Consolidated Interest Expense, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets Assets, Four Quarter Consolidated EBITDA and/or Pro Forma Cost Savings or (ii) the applicable exchange rate utilized in calculating compliance with any dollar-based provision of the Issuer this Indenture from the Transaction Agreement Commitment Date to the date of consummation of such Investment Investment, acquisition, merger, amalgamation, Division or acquisitionsimilar transaction or repayment, repurchase or refinancing, will not be taken into account for purposes of determining whether any Indebtedness Indebtedness, Disqualified Stock, Preferred Stock or Lien that is being incurred Incurred in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing, or in connection with compliance by the Issuer or any of the its Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction or action undertaken in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing, is permitted to be Incurred Incurred, and (b) until such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing is consummated or such definitive agreements (or other relevant definitive documentation) are terminatedterminated (or conditions in any conditional notice can no longer be met or public announcements with respect thereto are withdrawn), such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing and all transactions proposed to be undertaken in connection therewith (including the incurrence Incurrence of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence Incurrence of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock and Liens unrelated to such Investment Investment, acquisition, merger, amalgamation, Division or acquisitionsimilar transaction or repayment, repurchase or refinancing) that are consummated after the Transaction Agreement Commitment Date and on or prior to the date of consummation of such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing, and any such transactions (including any incurrence of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements (or other relevant definitive documentation) are entered into or public announcement is made, and deemed to be outstanding thereafter for purposes of calculating any baskets baskets, ratios or ratios financial metrics under this Indenture after the date of such definitive agreement (or other relevant definitive documentation) and before the date of consummation of such Investment Investment, acquisition, merger, amalgamation, Division or acquisitionsimilar transaction or repayment, repurchase or refinancing. The In addition, compliance with any requirement relating to the absence of a Default, Event of Default or Specified Event of Default may be determined as of the Transaction Agreement Commitment Date and not as of any later date as would otherwise be required under this Indenturehereunder. (b) For purposes hereof, of determining the “Maximum Fixed Repurchase Price” maturity date of any Indebtedness, customary bridge loans that are subject to customary conditions (including no payment or bankruptcy event of default) that would either automatically be extended as, converted into or required to be exchanged for permanent refinancing shall be deemed to have the maturity date as so extended, converted or exchanged. (c) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred, any Investment or Restricted Payment is made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than another ratio basket based on the Fixed Charge Coverage Ratio, Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio) on the same date, and each item of Indebtedness, Disqualified Stock or Preferred Stock that does not is incurred or issued, each Lien incurred, each Investment or Restricted Payment made and each other transaction undertaken will be deemed to have a fixed repurchase price shall be calculated in accordance with been incurred, issued, made or taken first, to the terms of such Disqualified Stock extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the IssuerNet Leverage Ratio test. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer Company or any Subsidiary of the Issuer Company may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, and (y) repayment, repurchase or refinancing of Indebtedness with respect to which may be conditional, an irrevocable notice of repayment (or similar irrevocable notice) has been delivered, in each case for purposes of determining: (1a) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 3.3; (2b) whether any Lien being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance with Section 3.5 or the definition of “Permitted Liens”; (3c) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (4d) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Specified Consolidated Total Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the IssuerCompany, using the date that the definitive agreement for such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is entered into (the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Issuer Company elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Specified Consolidated Total Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings of the Issuer Company from the Transaction Agreement Date to the date of consummation of such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness, will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness, or in connection with compliance by the Issuer Company or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness, is permitted to be Incurred and (b) until such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness is consummated or such definitive agreements are terminated, such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Investment Investment, acquisition or acquisition repayment, repurchase or refinancing of Indebtedness and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the date of consummation of such Investment Investment, acquisition or acquisitionrepayment, repurchase or refinancing of Indebtedness. The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (b) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any (i) Investment or acquisition, in each casemerger, for amalgamation or similar transaction or Permitted Change of Control that has been definitively agreed to or publicly announced and (ii) repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock with respect to which the Issuer or any Subsidiary a notice of the Issuer may not terminate its obligations prepayment (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwisesimilar notice), as applicable, which may be conditional, has been delivered, in each case for purposes of determining: (1) whether any Indebtedness (including Acquired Indebtedness) ), Disqualified Stock or Preferred Stock that is being incurred Incurred in connection with such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, Permitted Change of Control or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred Incurred in compliance with Section 3.3; (2) whether any Lien being incurred in connection with such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, Permitted Change of Control or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or to secure any such Indebtedness is permitted to be incurred in accordance with Section 3.5 or the definition of “Permitted Liens”; (3) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, Permitted Change of Control or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock complies with the covenants or agreements contained in this Indenture or the Notes; and; (4) any calculation of the ratios, baskets or financial metrics, including Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings and, whether a Default or Event of Default exists in connection with the foregoing; and (5) whether any condition precedent to the Incurrence of Indebtedness (including Acquired Indebtedness), Disqualified Stock, Preferred Stock or Liens, in each case that is being Incurred in connection with such Investment, acquisition, merger, amalgamation or similar transaction, Permitted Change of Control or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is satisfied, at the option of the Issuer, any of its Restricted Subsidiaries, any direct or indirect parent of the Issuer, any successor entity of any of the foregoing or a third party (the “Testing Party”), the date that the definitive agreement for for, or public announcement of, such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, Permitted Change of Control or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is entered into or the date of any notice, which may be conditional, of such repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is given to the holders thereof (the “Transaction Agreement Commitment Date”) ), may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Issuer Testing Party elects to use the Transaction Agreement Commitment Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings of the Issuer from the Transaction Agreement Commitment Date to the date of consummation of such Investment or acquisition, will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, Permitted Change of Control or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock or in connection with compliance by the Issuer or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, Permitted Change of Control or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred and Incurred, (b) if financial statements for one or more subsequent fiscal quarters shall have become available, the Testing Party may elect, in its sole discretion, to re-determine all such baskets, ratios and financial metrics on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to be the applicable Transaction Commitment Date for purposes of such baskets, ratios and financial metrics, (c) if any ratios or financial metrics improve or baskets increase as a result of such fluctuations, such improved ratios, financial metrics or baskets may be utilized, (d) until such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, Permitted Change of Control or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock is consummated or consummated, such definitive agreements are terminatedterminated or such notices rescinded, such Investment or acquisition and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment Investment, acquisition, merger, amalgamation or acquisitionsimilar transaction, Permitted Change of Control or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock) that are consummated after the Transaction Agreement Commitment Date and on or prior to the date of consummation of such Investment Investment, acquisition, merger, amalgamation or acquisition similar transaction, Permitted Change of Control or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the date of consummation of such Investment Investment, acquisition, merger, amalgamation or acquisitionsimilar transaction, Permitted Change of Control or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock and (e) Consolidated Interest Expense for purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin (without giving effect to any step-ups) contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by Issuer in good faith. The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Commitment Date and not as of any later date as would otherwise be required under this Indenture. , except as contemplated by clause (b) For purposes hereof, of the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuerimmediately preceding sentence. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any (x) Investment or acquisition, merger, amalgamation, Division or similar transaction, in each case, for the consummation of which is not conditioned on the Issuer availability of, or any Subsidiary on obtaining, third-party financing and (y) repayment, repurchase or refinancing of the Issuer may not terminate its obligations Indebtedness, Disqualified Stock or Preferred Stock with respect to which a notice of repayment (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwisesimilar notice), as applicable, which may be conditional, has been delivered, in each case for purposes of determining: (1i) whether any Indebtedness (including Acquired Indebtedness) ), Disqualified Stock or Preferred Stock that is being incurred Incurred in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing is permitted to be incurred Incurred in compliance with Section 3.3; (2ii) whether any Lien being incurred Incurred in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing or to secure any such Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred Incurred in accordance compliance with Section 3.5 or the definition of “Permitted Liens”3.5; (3iii) whether any other transaction or plan undertaken or proposed to be undertaken in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing (including any Restricted Payments, dispositions, fundamental changes or designations of Restricted Subsidiaries or Unrestricted Subsidiaries) complies with the covenants or agreements contained in this Indenture or the Notes; and (4iv) any calculation of the ratios, baskets or financial metrics, including Borrowing Base, Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Fixed Charge Coverage Ratio, Consolidated Total Net Debt RatioCash Interest Expense, Consolidated EBITDA, Consolidated Funded Indebtedness, Consolidated Funded Senior Secured Net Debt RatioIndebtedness, Consolidated Interest Expense, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Four Quarter Consolidated Total Assets EBITDA and/or Pro Forma Cost Savings andand baskets determined by reference to Consolidated EBITDA, Consolidated Funded Indebtedness, Consolidated Funded Senior Secured Indebtedness, Consolidated Interest Expense, Consolidated Net Income, Consolidated Net Tangible Assets or Four Quarter Consolidated EBITDA, and whether a Default or Event of Default exists in connection with the foregoing, ; at the option of the Issuer, the date that the definitive agreement for such Investment agreements (or acquisition is other relevant definitive documentation) are entered into for, or public announcement is made of, such Investment, acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing or Incurrence of Indebtedness, Disqualified Stock, Preferred Stock or Lien, or the date of any notice, which may be conditional, of such repayment, repurchase or refinancing given to the holders of such Indebtedness, Disqualified Stock or Preferred Stock (the “Transaction Agreement Commitment Date”) ), may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Commitment Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in (i) the Borrowing Base, Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Fixed Charge Coverage Ratio, Consolidated Total Net Debt RatioCash Interest Expense, Consolidated EBITDA, Consolidated Funded Indebtedness, Consolidated Funded Senior Secured Net Debt RatioIndebtedness, Consolidated Interest Expense, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Four Quarter Consolidated Total Assets EBITDA and/or Pro Forma Cost Savings or (ii) the applicable exchange rate utilized in calculating compliance with any dollar-based provision of the Issuer this Indenture from the Transaction Agreement Commitment Date to the date of consummation of such Investment Investment, acquisition, merger, amalgamation, Division or acquisitionsimilar transaction or repayment, repurchase or refinancing, will not be taken into account for purposes of determining whether any Indebtedness Indebtedness, Disqualified Stock, Preferred Stock or Lien that is being incurred Incurred in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing, or in connection with compliance by the Issuer or any of the its Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction or action undertaken in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing, is permitted to be Incurred Incurred, and (b) until such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing is consummated or such definitive agreements (or other relevant definitive documentation) are terminatedterminated (or conditions in any conditional notice can no longer be met or public announcements with respect thereto are withdrawn), such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing and all transactions proposed to be undertaken in connection therewith (including the incurrence Incurrence of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence Incurrence of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock and Liens unrelated to such Investment Investment, acquisition, merger, amalgamation, Division or acquisitionsimilar transaction or repayment, repurchase or refinancing) that are consummated after the Transaction Agreement Commitment Date and on or prior to the date of consummation of such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing, and any such transactions (including any incurrence of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements (or other relevant definitive documentation) are entered into or public announcement is made, and deemed to be outstanding thereafter for purposes of calculating any baskets baskets, ratios or ratios financial metrics under this Indenture after the date of such definitive agreement (or other relevant definitive documentation) and before the date of consummation of such Investment Investment, acquisition, merger, amalgamation, Division or acquisitionsimilar transaction or repayment, repurchase or refinancing. The In addition, compliance with any requirement relating to the absence of a Default, Event of Default or Specified Event of Default may be determined as of the Transaction Agreement Commitment Date and not as of any later date as would otherwise be required under this Indenturehereunder. (b) For purposes hereof, of determining the “Maximum Fixed Repurchase Price” maturity date of any Disqualified Stock Indebtedness, customary bridge loans that are subject to customary conditions (including no payment or Preferred Stock bankruptcy event of default) that does not have a fixed repurchase price shall would either automatically be calculated in accordance with the terms of such Disqualified Stock extended as, converted into or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value exchanged for permanent refinancing shall be determined reasonably and in good faith by deemed to have the Issuermaturity date as so extended, converted or exchanged. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any (x) Investment or acquisition, in each case, for the consummation of which is not conditioned on the Issuer availability of, or any Subsidiary on obtaining third party financing and (y) repayment, repurchase or Refinancing of the Issuer may not terminate its obligations Indebtedness with respect to which a notice of repayment (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwisesimilar notice), as applicable, which may be conditional, has been delivered, in each case for purposes of determining: (1a) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment Investment, acquisition or acquisition Refinancing of Indebtedness is permitted to be incurred in compliance with Section 3.3; (2b) whether any Lien being incurred in connection with such Investment Investment, acquisition or acquisition Refinancing of Indebtedness or to secure any such Indebtedness is permitted to be incurred in accordance compliance with Section 3.5 or the definition of “Permitted Liens”; (3c) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment Investment, acquisition or acquisition Refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and (4d) any calculation of the ratiosratios or financial metrics, including Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio and Specified Consolidated Total Debt Ratio, and any calculation of Consolidated Net Income, Consolidated EBITDA, Pro Forma Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the IssuerCompany, using the date that the definitive agreement for such Investment Investment, acquisition or acquisition Refinancing of Indebtedness is entered into into, or the date that notice, which may be conditional, of such Refinancing of Indebtedness is given to the holders of such Indebtedness (the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Issuer Company elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Specified Consolidated Total Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Pro Forma Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings of the Issuer Company from the Transaction Agreement Date to the date of consummation of such Investment Investment, acquisition or acquisitionRefinancing of Indebtedness, will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Investment Investment, acquisition or acquisition Refinancing of Indebtedness, or in connection with compliance by the Issuer Company or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Investment Investment, acquisition or acquisition Refinancing of Indebtedness, is permitted to be Incurred and (b) until such Investment Investment, acquisition or acquisition Refinancing of Indebtedness is consummated or such definitive agreements are agreement is terminated, such Investment Investment, acquisition or acquisition Refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment Investment, acquisition or acquisitionRefinancing of Indebtedness) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Investment Investment, acquisition or acquisition Refinancing of Indebtedness and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios or financial metrics under this Indenture after the date of such agreement and before the date of consummation of such Investment Investment, acquisition or acquisitionRefinancing of Indebtedness. The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (b) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any (x) Investment or acquisition, merger, amalgamation, Division or similar transaction, in each case, for the consummation of which is not conditioned on the Issuer availability of, or any Subsidiary on obtaining, third-party financing and (y) repayment, repurchase or refinancing of the Issuer may not terminate its obligations Indebtedness, Disqualified Stock or Preferred Stock with respect to which a notice of repayment (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwisesimilar notice), as applicable, which may be conditional, has been delivered, in each case for purposes of determining: (1i) whether any Indebtedness (including Acquired Indebtedness) ), Disqualified Stock or Preferred Stock that is being incurred Incurred in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing is permitted to be incurred Incurred in compliance with Section 3.3; (2ii) whether any Lien being incurred Incurred in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing or to secure any such Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred Incurred in accordance compliance with Section 3.5 or the definition of “Permitted Liens”3.5; (3iii) whether any other transaction or plan undertaken or proposed to be undertaken in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing (including any Restricted Payments, dispositions, fundamental changes or designations of Restricted Subsidiaries or Unrestricted Subsidiaries) complies with the covenants or agreements contained in this Indenture or the Notes; and (4iv) any calculation of the ratios, baskets or financial metrics, including Borrowing Base, Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Fixed Charge Coverage Ratio, Consolidated Total Net Debt RatioCash Interest Expense, Consolidated EBITDA, Consolidated Funded Indebtedness, Consolidated Funded Senior Secured Net Debt RatioIndebtedness, Consolidated Interest Expense, Consolidated Net Income, Consolidated Net Tangible Assets, Four Quarter Consolidated EBITDA and/or Pro Forma Cost Savings and baskets determined by reference to Consolidated EBITDA, Consolidated Funded Indebtedness, Consolidated Funded Senior Secured Indebtedness, Consolidated Interest Expense, Consolidated Net Income, Consolidated Net Tangible Assets, or Four Quarter Consolidated Total Assets and/or Pro Forma Cost Savings andEBITDA, and whether a Default or Event of Default exists in connection with the foregoing, ; at the option of the Issuer, the date that the definitive agreement for such Investment agreements (or acquisition is other relevant definitive documentation) are entered into for, or public announcement is made of, such Investment, acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing or Incurrence of Indebtedness, Disqualified Stock, Preferred Stock or Lien, or the date of any notice, which may be conditional, of such repayment, repurchase or refinancing given to the holders of such Indebtedness, Disqualified Stock or Preferred Stock (the “Transaction Agreement Commitment Date”) ), may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Commitment Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in (i) the Borrowing Base, Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Fixed Charge Coverage Ratio, Consolidated Total Net Debt RatioCash Interest Expense, Consolidated EBITDA, Consolidated Funded Indebtedness, Consolidated Funded Senior Secured Net Debt RatioIndebtedness, Consolidated Interest Expense, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Four Quarter Consolidated Total Assets EBITDA and/or Pro Forma Cost Savings or (ii) the applicable exchange rate utilized in calculating compliance with any dollar-based provision of the Issuer this Indenture from the Transaction Agreement Commitment Date to the date of consummation of such Investment Investment, acquisition, merger, amalgamation, Division or acquisitionsimilar transaction or repayment, repurchase or refinancing, will not be taken into account for purposes of determining whether any Indebtedness Indebtedness, Disqualified Stock, Preferred Stock or Lien that is being incurred Incurred in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing, or in connection with compliance by the Issuer or any of the its Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction or action undertaken in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing, is permitted to be Incurred Incurred, and (b) until such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing is consummated or such definitive agreements (or other relevant definitive documentation) are terminatedterminated (or conditions in any conditional notice can no longer be met or public announcements with respect thereto are withdrawn), such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing and all transactions proposed to be undertaken in connection therewith (including the incurrence Incurrence of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence Incurrence of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock and Liens unrelated to such Investment Investment, acquisition, merger, amalgamation, Division or acquisitionsimilar transaction or repayment, repurchase or refinancing) that are consummated after the Transaction Agreement Commitment Date and on or prior to the date of consummation of such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing, and any such transactions (including any incurrence of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements (or other relevant definitive documentation) are entered into or public announcement is made, and deemed to be outstanding thereafter for purposes of calculating any baskets baskets, ratios or ratios financial metrics under this Indenture after the date of such definitive agreement (or other relevant definitive documentation) and before the date of consummation of such Investment Investment, acquisition, merger, amalgamation, Division or acquisitionsimilar transaction or repayment, repurchase or refinancing. The In addition, compliance with any requirement relating to the absence of a Default, Event of Default or Specified Event of Default may be determined as of the Transaction Agreement Commitment Date and not as of any later date as would otherwise be required under this Indenturehereunder. (b) For purposes hereof, of determining the “Maximum Fixed Repurchase Price” maturity date of any Indebtedness, customary bridge loans that are subject to customary conditions (including no payment or bankruptcy event of default) that would either automatically be extended as, converted into or required to be exchanged for permanent refinancing shall be deemed to have the maturity date as so extended, converted or exchanged. (c) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred, any Investment or Restricted Payment is made or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Senior Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than another ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Senior Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio) on the same date, and each item of Indebtedness, Disqualified Stock or Preferred Stock that does not is incurred or issued, each Lien incurred, each Investment or Restricted Payment made and each other transaction undertaken will be deemed to have a fixed repurchase price shall be calculated in accordance with been incurred, issued, made or taken first, to the terms of such Disqualified Stock extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Senior Secured Net Leverage Ratio or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the IssuerNet Leverage Ratio test. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any (x) Investment or acquisition, merger, amalgamation, Division or similar transaction, in each case, for the consummation of which is not conditioned on the Issuer availability of, or any Subsidiary on obtaining, third-party financing and (y) repayment, repurchase or refinancing of the Issuer may not terminate its obligations Indebtedness, Disqualified Stock or Preferred Stock with respect to which a notice of repayment (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwisesimilar notice), as applicable, which may be conditional, has been delivered, in each case for purposes of determining: (1i) whether any Indebtedness (including Acquired Indebtedness) ), Disqualified Stock or Preferred Stock that is being incurred Incurred in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing is permitted to be incurred Incurred in compliance with Section 3.3; (2ii) whether any Lien being incurred Incurred in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing or to secure any such Indebtedness Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred Incurred in accordance compliance with Section 3.5 or the definition of “Permitted Liens”3.5; (3iii) whether any other transaction or plan undertaken or proposed to be undertaken in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing (including any Restricted Payments, dispositions, fundamental changes or designations of Restricted Subsidiaries or Unrestricted Subsidiaries) complies with the covenants or agreements contained in this Indenture or the Notes; and (4iv) any calculation of the ratios, baskets or financial metrics, including Borrowing Base, Consolidated First Lien Net Leverage Ratio, Consolidated Funded First Lien Indebtedness, Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Fixed Charge Coverage Ratio, Consolidated Total Net Debt RatioCash Interest Expense, Consolidated EBITDA, Consolidated Funded Indebtedness, Consolidated Funded Senior Secured Net Debt RatioIndebtedness, Consolidated Interest Expense, Consolidated Net Income, Consolidated Net Tangible Assets, Consolidated Total Assets, Four Quarter Consolidated EBITDA and/or Pro Forma Cost Savings and baskets determined by reference to Consolidated EBITDA, Consolidated Funded First Lien Indebtedness, Consolidated Funded Indebtedness, Consolidated Funded Senior Secured Indebtedness, Consolidated Interest Expense, Consolidated Net Income, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings andor Four Quarter Consolidated EBITDA, and whether a Default or Event of Default exists in connection with the foregoing, ; at the option of the Issuer, the date that the definitive agreement for such Investment agreements (or acquisition is other relevant definitive documentation) are entered into for, or public announcement is made of, such Investment, acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing or Incurrence of Indebtedness, Disqualified Stock, Preferred Stock or Lien, or the date of any notice, which may be conditional, of such repayment, repurchase or refinancing given to the holders of such Indebtedness, Disqualified Stock or Preferred Stock (the “Transaction Agreement Commitment Date”) ), may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Commitment Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in (i) the Borrowing Base, Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, Fixed Charge Coverage Ratio, Consolidated Total Net Debt RatioCash Interest Expense, Consolidated EBITDA, Consolidated Funded First Lien Indebtedness, Consolidated Funded Indebtedness, Consolidated Funded Senior Secured Net Debt RatioIndebtedness, Consolidated Interest Expense, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets Assets, Four Quarter Consolidated EBITDA and/or Pro Forma Cost Savings or (ii) the applicable exchange rate utilized in calculating compliance with any dollar-based provision of the Issuer this Indenture from the Transaction Agreement Commitment Date to the date of consummation of such Investment Investment, acquisition, merger, amalgamation, Division or acquisitionsimilar transaction or repayment, repurchase or refinancing, will not be taken into account for purposes of determining whether any Indebtedness Indebtedness, Disqualified Stock, Preferred Stock or Lien that is being incurred Incurred in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing, or in connection with compliance by the Issuer or any of the its Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction or action undertaken in connection with such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing, is permitted to be Incurred Incurred, and (b) until such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing is consummated or such definitive agreements (or other relevant definitive documentation) are terminatedterminated (or conditions in any conditional notice can no longer be met or public announcements with respect thereto are withdrawn), such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing and all transactions proposed to be undertaken in connection therewith (including the incurrence Incurrence of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence Incurrence of Indebtedness Indebtedness, Disqualified Stock, Preferred Stock and Liens unrelated to such Investment Investment, acquisition, merger, amalgamation, Division or acquisitionsimilar transaction or repayment, repurchase or refinancing) that are consummated after the Transaction Agreement Commitment Date and on or prior to the date of consummation of such Investment Investment, acquisition, merger, amalgamation, Division or acquisition similar transaction or repayment, repurchase or refinancing, and any such transactions (including any incurrence of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements (or other relevant definitive documentation) are entered into or public announcement is made, and deemed to be outstanding thereafter for purposes of calculating any baskets baskets, ratios or ratios financial metrics under this Indenture after the date of such definitive agreement (or other relevant definitive documentation) and before the date of consummation of such Investment Investment, acquisition, merger, amalgamation, Division or acquisitionsimilar transaction or repayment, repurchase or refinancing. The In addition, compliance with any requirement relating to the absence of a Default, Event of Default or Specified Event of Default may be determined as of the Transaction Agreement Commitment Date and not as of any later date as would otherwise be required under this Indenturehereunder. (b) For purposes hereof, of determining the “Maximum Fixed Repurchase Price” maturity date of any Disqualified Stock Indebtedness, customary bridge loans that are subject to customary conditions (including no payment or Preferred Stock bankruptcy event of default) that does not have a fixed repurchase price shall would either automatically be calculated in accordance with the terms of such Disqualified Stock extended as, converted into or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value exchanged for permanent refinancing shall be determined reasonably and in good faith by deemed to have the Issuermaturity date as so extended, converted or exchanged. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.

Compliance in Connection with Certain Investments and Repayments. (a) With respect to any Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, which may be conditional, has been delivered, in each case for purposes of determining: (1) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment or acquisition is permitted to be incurred in compliance with Section 3.3; (2) whether any Lien being incurred in connection with such Investment or acquisition or to secure any such Indebtedness is permitted to be incurred in accordance with Section 3.5 or the definition of “Permitted Liens”; (3) whether any other transaction undertaken or proposed to be undertaken in connection with such Investment or acquisition complies with the covenants or agreements contained in this Indenture or the Notes; and (4) any calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Issuer, using the date that the definitive agreement for such Investment or acquisition is entered into (the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.” For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Net Debt Ratio, Consolidated Senior Secured Net Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Net Tangible Assets, Consolidated Total Assets and/or Pro Forma Cost Savings of the Issuer from the Transaction Agreement Date to the date of consummation of such Investment or acquisition, will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such Investment or acquisition or in connection with compliance by the Issuer or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Investment or acquisition is permitted to be Incurred and (b) until such Investment or acquisition is consummated or such definitive agreements are terminated, such Investment or acquisition and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such Investment or acquisition) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation of such Investment or acquisition and any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) will be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the date of consummation of such Investment or acquisition. The compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture. (b) For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Issuer. (c) For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto.