Common use of Financial Calculations for Limited Condition Acquisitions Clause in Contracts

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) or ratio under this Indenture, in each case, in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Issuer, be the date the definitive agreement(s) for such Limited Condition Acquisition is entered into. Any such ratio or basket shall be calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio, after giving effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (a) if any of such ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such ratio or basket subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Indenture and (b) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement(s), any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is entered into and shall be deemed outstanding thereafter for purposes of calculating any ratios or baskets under this Indenture after the date of such definitive agreement(s) and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock or such other transaction to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occur.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, Indenture or compliance with any provision of this Indenture in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Issuer, be the date the definitive agreement(s) for such Limited Condition Acquisition is entered into. Any such ratio or basket shall be calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio, after giving effect to such Limited Condition Acquisition and other any actions or transactions in connection therewith related thereto (including any incurrence acquisitions, investments, the incurrence, issuance or issuance assumption of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (a) if any of such ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such ratio or basket subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Indenture and (b) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement(s), any such transactions (including any incurrence or issuance of Indebtedness or preferred stock Debt and the use of proceeds thereof, the granting, creation, incurrence or suffering creation of Liens and repayments), in each case, at the option of the Company (the Company’s election to exist exercise such option, an “LCA 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 Lien continuing Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCA Test Date”) the definitive agreement for such Limited Condition Acquisition is entered into and if, after giving pro forma effect to the Limited Condition Acquisition and any actions or transactions related thereto (including acquisitions, investments, the incurrence, issuance or assumption of Debt and the making use of proceeds thereof, the incurrence or creation of Liens and repayments) and any Investmentrelated pro forma adjustments, the Company or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCA Test Date in compliance with such ratio, test or basket (and any related requirements and conditions), then such ratio, test or basket (and any related requirements and conditions) shall be deemed to have occurred been complied with (or satisfied) for all purposes (in the case of Debt, for example, whether such Debt is committed, issued, assumed or incurred at the LCA 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 the definitive agreement(sapplicable LCA Test Date for purposes of such ratios, tests or baskets, (b) except as contemplated in the foregoing clause (a), compliance with such ratios, test or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCA Test Date for such Limited Condition Acquisition and any actions or transaction related thereto (including acquisitions, the incurrence, issuance or assumption of Debt and the use of proceeds thereof, the incurrence or creation of Liens and repayments), (c) Interest Expense for purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest rate as reasonably determined by the Company, and (d) in connection with the making of Restricted Payments that are not in connection with such Limited Condition Acquisition, the calculation of Consolidated Net Income (and any defined term a component of which is entered into Consolidated Net Income) will not, in any case, assume such Limited Condition Acquisition has been consummated. For the avoidance of doubt, if the Company has made an LCA Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCA Test Date would at any time after the LCA 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 EBITDA or total assets of the Company or the Person subject to such Limited Condition Acquisition, 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; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCA Test Date would at any time after the LCA Test Date not have been complied with or satisfied (including due to the occurrence or continuation of an 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 or Event of Default shall be deemed outstanding thereafter for purposes not to have occurred or be continuing); and (3) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Acquisition following the relevant LCA Test Date and prior to the earlier of calculating any ratios or baskets under this Indenture after the date of on which such Limited Condition Acquisition is consummated or the date that the definitive agreement(s) and before the agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Acquisition is terminated, expires or passes, as applicable, without consummation of such Limited Condition Acquisition, unless any such definitive agreement(s) is terminated ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock or such other transaction to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occurAcquisition.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition AcquisitionAcquisition and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or preferred stock and the use of proceeds thereof), the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the IssuerCompany, be the date the definitive agreement(s) for such Limited Condition Acquisition is entered into. Any such ratio or basket shall be calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge “Consolidated Coverage Ratio, ,” after giving effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence or issuance of Indebtedness Indebtedness, Disqualified Capital Stock or preferred stock and the use of proceeds thereof) as if they had been consummated at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio)Acquisition; provided that if the Issuer Company elects to make such determination as of the date of such definitive agreement(s), then (ax) if any of such ratios are no longer complied the Company shall be deemed to be in compliance with or baskets are exceeded as a result of fluctuations in such ratio or basket subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or preferred stock and the use of proceeds thereof), is permitted under this Indenture the indenture, and (by) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer Company elects to have such determinations occur at the time of entry into such definitive agreement(s), any such transactions (including any incurrence or issuance of Indebtedness Indebtedness, Disqualified Capital Stock or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is entered into and shall be deemed outstanding thereafter for purposes of calculating any ratios or baskets under this Indenture the indenture after the date of such definitive agreement(s) and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or such Limited Condition Acquisition or incurrence or issuance of Indebtedness Indebtedness, Disqualified Capital Stock or preferred stock or such other transaction to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will does not occur.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition AcquisitionAcquisition (other than for purposes of making a Restricted Payment, a Permitted Payment or a Permitted Investment), the date of determination of such basket or ratio and of any Default or Event of Default mayshall, at the option of the IssuerParent, be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered into. Any into and such ratio baskets or basket ratios shall be calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio, basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance Incurrence of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated occurred at the beginning of the applicable reference period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if . For the Issuer elects to make such determination as avoidance of the date of such definitive agreement(s)doubt, then (ax) if any of such baskets or ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated EBITDA of the Parent or basket the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is and the related transactions are permitted under this Indenture hereunder and (by) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer Parent elects to have such determinations occur at the time of entry into such definitive agreement(s)agreement, any such transactions (including any incurrence or issuance Incurrence of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall be deemed outstanding thereafter for purposes of calculating any baskets or ratios or baskets under this Indenture after the date of such definitive agreement(s) agreement and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock or such other transaction to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occur.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) or ratio under this Indenture, in each case, in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the IssuerIssuers, be the date the definitive agreement(s) for such Limited Condition Acquisition is entered into. Any such ratio or basket shall be calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio, after giving effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if the Issuer elects Issuers elect to make such determination as of the date of such definitive agreement(s), then (ax) if any of such ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such ratio or basket subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Indenture and (by) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer elects Issuers elect to have such determinations occur at the time of entry into such definitive agreement(s), any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is entered into and shall be deemed outstanding thereafter for purposes of calculating any ratios or baskets under this Indenture after the date of such definitive agreement(s) and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock or such other transaction to which pro forma effect is being given is abandoned or with respect to which the Issuer has Issuers have notified the Trustee in writing will not occur.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition AcquisitionAcquisition (other than for purposes of making a Restricted Payment, a Permitted Payment or a Permitted Investment), the date of determination of such basket or ratio and of any Default or Event of Default mayshall, at the option of the IssuerParent, be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered into. Any into and such ratio baskets or basket ratios shall be calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio, basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance Incurrence of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated occurred at the beginning of the applicable reference period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if . For the Issuer elects to make such determination as avoidance of the date of such definitive agreement(s)doubt, then (ax) if any of such baskets or ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated EBITDA of the Parent or basket the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is and the related transactions are permitted under this Indenture hereunder and (by) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer Parent elects to have such determinations occur at the time of entry into such definitive agreement(s)agreement, any such transactions (including any incurrence or issuance Incurrence of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall be deemed outstanding thereafter for purposes of calculating any baskets or ratios or baskets under this Indenture after the date of such definitive agreement(s) agreement and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock or such other transaction to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occur.. ​ ​

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Issuer, be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered into. Any into and such ratio baskets or basket ratios shall be calculated on a with such pro forma basis, including with such adjustments to as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio, Ratio after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated occurred at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if , and, for the Issuer elects to make such determination as avoidance of the date of such definitive agreement(s)doubt, then (ax) if any of such baskets or ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Issuer or basket the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is and related transactions are permitted under this Indenture hereunder and (by) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement(s)agreement, any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall be deemed outstanding thereafter for purposes of calculating any baskets or ratios or baskets under this Indenture after the date of such definitive agreement(s) agreement and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or and until such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock has been abandoned or such other transaction definitive agreement has expired or been terminated prior to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occurconsummation thereof.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the IssuerCompany, be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered into. Any into and such ratio baskets or basket ratios shall be calculated on a with such pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio, ” after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated occurred at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if , and, for the Issuer elects to make such determination as avoidance of the date of such definitive agreement(s)doubt, then (ax) if any of such baskets or ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated Net Tangible Assets of the Company or basket the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is and related transactions are permitted under this Indenture hereunder and (by) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer Company elects to have such determinations occur at the time of entry into such definitive agreement(s)agreement, any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall be deemed outstanding thereafter for purposes of calculating any baskets or ratios or baskets under this Indenture after the date of such definitive agreement(s) agreement and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or and until such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock has been abandoned or such other transaction definitive agreement has expired or been terminated prior to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occurconsummation thereof.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default mayshall, at the option of the IssuerCompany, be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered into. Any into and such ratio baskets or basket ratios shall be calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio, basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereoftherefrom) as if they had been consummated occurred at the beginning of the applicable reference period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if , and, for the Issuer elects to make such determination as avoidance of the date of such definitive agreement(s)doubt, then (ax) if any of such baskets or ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in the Consolidated EBITDA or basket Consolidated Total Assets of the Company or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Indenture and (by) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer Company elects to have such determinations occur at the time of entry into such definitive agreement(s)agreement, then any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investmenttherefrom) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall be deemed outstanding thereafter for purposes of calculating any baskets or ratios or baskets under this Indenture after the date of such definitive agreement(s) agreement and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock or such other transaction to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occur.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition AcquisitionAcquisition and the Incurrence of Indebtedness, Disqualified Stock and Liens in connection therewith and the use of proceeds thereof, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Issuer, be the date the definitive agreement(s) for such Limited Condition Acquisition is entered into. Any such ratio or basket shall be calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Fixed Charge Coverage Ratio”, after giving effect to such Limited Condition Acquisition and other transactions the Incurrence of Indebtedness, Disqualified Stock and Liens in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) , as if they had been consummated at the beginning of the applicable test period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio)Acquisition; provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (a) if any of such ratios are no longer complied the Issuer shall be deemed to be in compliance with or baskets are exceeded as a result of fluctuations in such ratio or basket subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is and the Incurrence of Indebtedness, Disqualified Stock and Liens in connection therewith and the use of proceeds thereof, are permitted under this Indenture the Indenture, and (b) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement(s), any such transactions (including any incurrence Incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or preferred stock Liens and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is entered into and except for those calculations specifically described in the proviso below, shall be deemed outstanding thereafter for purposes of calculating any ratios or baskets under this the Indenture after the date of such definitive agreement(s) and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or such Limited Condition Acquisition or incurrence Incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or preferred stock or such other transaction to Liens for which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will does not occur; provided further, that solely for purposes of determining the amount available for Restricted Payments under Section 6.9(a)(C)(3), no pro forma adjustments will be made under this provision to Consolidated Net Income.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture or compliance with any provision of this Indenture, in each case, case in connection with a Limited Condition AcquisitionAcquisition 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, Restricted Payments and Asset Sales), the date of determination of such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied) and of any Default or Event of Default may, at the option of the Issuer (the Issuer’s election to exercise such option, an “LCA Election”), be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered intointo (such date, the “LCA Test Date”). Any such ratio or basket shall be calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage RatioIf, after giving pro forma effect to such the Limited Condition Acquisition and other any actions or transactions in connection therewith related thereto (including any acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or preferred stock and the use of proceeds thereof) as if they had been consummated at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (a) if any of such ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such ratio or basket subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Indenture and (b) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement(s), any such transactions (including any incurrence or issuance of Indebtedness or preferred stock Preferred Stock and the use of proceeds thereof, the grantingincurrence of Liens, creationrepayments, incurrence Restricted Payments and Asset Sales) and any related pro forma adjustments, Parent or suffering any of its Restricted Subsidiaries would have been permitted to exist of take such actions or consummate such transactions on the relevant LCA Test Date in compliance with such basket, ratio or test (and any Lien related requirements and the making of conditions), such basket, ratio or test (and any Investmentrelated requirements and conditions) shall be deemed to have occurred been complied with (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or incurred at the LCA 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 Issuer may elect, in its sole discretion, to re-determine all such baskets, ratios or tests on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the definitive agreement(sapplicable LCA Test Date for purposes of such baskets, ratios or tests, (b) is entered into except as contemplated in the foregoing clause (a), compliance with such baskets, ratios or tests (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCA Test Date for such Limited Condition Acquisition 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, Restricted Payments and Asset Sales) and (c) 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 contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Issuer in good faith. For the avoidance of doubt, if the Issuer has made an LCA Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCA Test Date would at any time after the LCA 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 Pro Forma EBITDA or total assets of Parent or the Person subject to such Limited Condition Acquisition, 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; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCA Test Date would at any time after the LCA Test Date not have been complied with or satisfied (including due to the occurrence or continuation of an 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 or Event of Default shall be deemed outstanding thereafter for purposes not to have occurred or be continuing); and (3) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Acquisition following the relevant LCA Test Date and prior to the earlier of calculating any ratios or baskets under this Indenture after the date of on which such Limited Condition Acquisition is consummated or the date that the definitive agreement(s) and before the agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Acquisition is terminated, expires or passes, as applicable, without consummation of such Limited Condition Acquisition, unless any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Acquisition. With respect to any such calculations of the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture, in each case in connection with a Limited Condition Acquisition 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, Restricted Payments and Asset Sales), the Issuer will deliver to the Trustee promptly following the date the definitive agreement(s) is terminated or agreement for such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock or is entered into an Officer’s Certificate stating that such other transaction to which pro forma effect is being given is abandoned or with respect to which definitive agreement has been executed and that the Issuer has notified made any applicable basket or ratio calculations in accordance this provision and in compliance with the Trustee in writing will not occurterms of this Indenture.

Financial Calculations for Limited Condition Acquisitions. When For purposes of calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition, the date of determination of any such basket or ratio under this Indenture and of any Default or Event of Default related thereto may, at the option of the IssuerIssuers, be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered into. Any , in which case such ratio baskets or basket ratios shall be calculated on a with such pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio, ” in Section 1.01 hereof after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated occurred at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if . For the Issuer elects to make such determination as avoidance of the date of such definitive agreement(s)doubt, then (a) if any of such baskets or ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Issuers or basket the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is and related transactions are permitted under this Indenture and (b) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactionstransactions solely for purposes of determining whether such Limited Condition Acquisition is permitted under this Indenture; provided, furtherhowever, that if the Issuer elects Issuers elect to have such determinations occur at the time of entry into such definitive agreement(s)agreement, any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the such definitive agreement(s) agreement is entered into and shall be deemed to be outstanding thereafter for purposes of calculating any usage of baskets or ratios or baskets under this Indenture after from and including the date of such definitive agreement(s) agreement and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or and until such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock has been abandoned or such other transaction definitive agreement has expired or been terminated prior to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occurconsummation thereof.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Issuer, be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered into. Any such ratio or basket shall be calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio, Ratio after giving effect to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio)Acquisition; provided that if that, for the Issuer elects to make such determination as avoidance of the date of such definitive agreement(s)doubt, then (ax) if any of such ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such ratio or basket subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Indenture and (by) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement(s)agreement, any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall be deemed outstanding thereafter for purposes of calculating any ratios or baskets under this Indenture after the date of such definitive agreement(s) agreements and before the consummation of such Limited Condition Acquisition. With respect to any such calculations of the availability under any basket or ratio under this Indenture with respect to a Limited Condition Acquisition, unless such the Issuer shall deliver to the Trustee promptly following the date the definitive agreement(s) is terminated or agreement for such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock or is entered into an Officer’s Certificate stating that such other transaction to which pro forma effect is being given is abandoned or with respect to which definitive agreement has been executed and that the Issuer has notified made any applicable ratio or basket calculations in accordance with this Section 4.18 and in compliance with the Trustee in writing will not occurterms of this Indenture.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture or compliance with any provision of this Indenture, in each case, case in connection with a Limited Condition AcquisitionAcquisition 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, Restricted Payments and Asset Sales), the date of determination of such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied) and of any Default or Event of Default may, at the option of the Issuer (the Issuer’s election to exercise such option, an “LCA Election”), be the date of entry into a binding letter of intent or the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered intointo (such date, the “LCA Test Date”). Any such ratio or basket shall be calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage RatioIf, after giving pro forma effect to such the Limited Condition Acquisition and other any actions or transactions in connection therewith related thereto (including any acquisitions, Investments, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or preferred stock and the use of proceeds thereof) as if they had been consummated at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (a) if any of such ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such ratio or basket subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Indenture and (b) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement(s), any such transactions (including any incurrence or issuance of Indebtedness or preferred stock Preferred Stock and the use of proceeds thereof, the grantingincurrence of Liens, creationrepayments, incurrence Restricted Payments and Asset Sales) and any related pro forma adjustments, Parent or suffering any of its Restricted Subsidiaries would have been permitted to exist of take such actions or consummate such transactions on the relevant LCA Test Date in compliance with such basket, ratio 103 or test (and any Lien related requirements and the making of conditions), such basket, ratio or test (and any Investmentrelated requirements and conditions) shall be deemed to have occurred been complied with (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or incurred at the LCA 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 Issuer may elect, in its sole discretion, to re-determine all such baskets, ratios or tests on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the definitive agreement(sapplicable LCA Test Date for purposes of such baskets, ratios or tests, (b) is entered into except as contemplated in the foregoing clause (a), compliance with such baskets, ratios or tests (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCA Test Date for such Limited Condition Acquisition 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, Restricted Payments and Asset Sales) and (c) 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 contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Issuer in good faith. For the avoidance of doubt, if the Issuer has made an LCA Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCA Test Date would at any time after the LCA 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 Pro Forma EBITDA or total assets of Parent or the Person subject to such Limited Condition Acquisition, 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; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCA Test Date would at any time after the LCA Test Date not have been complied with or satisfied (including due to the occurrence or continuation of an 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 or Event of Default shall be deemed outstanding thereafter for purposes not to have occurred or be continuing); and (3) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Acquisition following the relevant LCA Test Date and prior to the earlier of calculating any ratios or baskets under this Indenture after the date of on which such Limited Condition Acquisition is consummated or the date that the definitive agreement(s) and before the agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Acquisition is terminated, expires or passes, as applicable, without consummation of such Limited Condition Acquisition, unless any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Acquisition. With respect to any such calculations of the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture, in each case in connection with a Limited Condition Acquisition 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, Restricted Payments and Asset Sales), the Issuer will deliver to the Trustee promptly following the date the definitive agreement(s) is terminated or agreement for such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock or is entered into an Officer’s Certificate stating that such other transaction to which pro forma effect is being given is abandoned or with respect to which definitive agreement has been executed and that the Issuer has notified made any applicable 104 basket or ratio calculations in accordance this provision and in compliance with the Trustee in writing will not occurterms of this Indenture.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition (including, without limitation, any Incurrence of Indebtedness to finance such Limited Condition Acquisition), the date of determination calculation of such basket or ratio and of determination as to whether any Default or Event of Default shall have occurred and be continuing may, at the option of the IssuerCompany, be the date the definitive agreement(s) for documentation with respect to such Limited Condition Acquisition is entered into. Any into and, if the Company so elects, such ratio baskets or basket ratios shall be calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio, basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance Incurrence of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated occurred at the beginning of the applicable reference period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not Acquisition, and, for purposes the avoidance of any subsequent availability of any basket or ratio); provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s)doubt, then (a) if any of such baskets or ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Cash Flow of the Company or basket the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Indenture hereunder and (b) such baskets or ratios or baskets shall need not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, furtherhowever, that if the Issuer Company elects to have such determinations calculation and determination occur at the time of entry into such definitive agreement(s)documentation, any such transactions (including any incurrence or issuance Incurrence of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) documentation is entered into and shall be deemed outstanding thereafter for purposes of calculating any baskets or ratios or baskets under this Indenture after the date of such definitive agreement(s) documentation and before the consummation of such Limited Condition AcquisitionAcquisition or, unless such if applicable, the date that the definitive agreement(s) is terminated or documentation with respect to such Limited Condition Acquisition is terminated or incurrence or issuance expires without consummation of Indebtedness or preferred stock or such other transaction to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occur.Limited Condition Acquisition. ARTICLE XI

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the IssuerCompany, be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered into. Any into and such ratio baskets or basket ratios shall be calculated on a with such pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge “Consolidated Interest Coverage Ratio, ” after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated occurred at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if , and, for the Issuer elects to make such determination as avoidance of the date of such definitive agreement(s)doubt, then (ax) if any of such baskets or ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated Net Tangible Assets of the Company or basket the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is and related transactions are permitted under this Indenture hereunder and (by) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer Company elects to have such determinations occur at the time of entry into such definitive agreement(s)agreement, any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall be deemed outstanding thereafter for purposes of calculating any baskets or ratios or baskets under this Indenture after the date of such definitive agreement(s) agreement and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or and until such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock has been abandoned or such other transaction definitive agreement has expired or been terminated prior to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occurconsummation thereof.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition, the date of determination calculation of such basket or ratio and of determination as to whether any Default or Event of Default shall have occurred and be continuing may, at the option of the Issuer, be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered into. Any into and, if the Issuer so elects, such ratio baskets or basket ratios shall be calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio, basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated occurred at the beginning of the applicable reference period for purposes of determining the ability to consummate any such Limited Condition Acquisition Acquisition, and, for the avoidance of doubt, (and not for purposes of any subsequent availability of any basket or ratio); provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (ax) if any of such baskets or ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Issuer or basket the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Indenture hereunder and (by) such baskets or ratios or baskets shall need not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, furtherhowever, that if the Issuer elects to have such determinations calculation and determination occur at the time of entry into such definitive agreement(s)agreement, any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall be deemed outstanding thereafter for purposes of calculating any baskets or ratios or baskets under this Indenture after the date of such definitive agreement(s) agreement and before the consummation of such Limited Condition AcquisitionAcquisition or, unless such if applicable, the date that the definitive agreement(s) is terminated or agreement for such Limited Condition Acquisition is terminated or incurrence or issuance expires without consummation of Indebtedness or preferred stock or such other transaction to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occurLimited Condition Acquisition.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Issuer, be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered into. Any into and such ratio baskets or basket ratios shall be calculated on a with such pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio, ” after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated occurred at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if , and, for the Issuer elects to make such determination as avoidance of the date of such definitive agreement(s)doubt, then (ax) if any of such baskets or ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Issuer or basket the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is and related transactions are permitted under this Indenture hereunder and (by) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement(s)agreement, any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall be deemed outstanding thereafter for purposes of calculating any baskets or ratios or baskets under this Indenture after the date of such definitive agreement(s) agreement and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or and until such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock has been abandoned or such other transaction definitive agreement has expired or been terminated prior to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occurconsummation thereof.

Financial Calculations for Limited Condition Acquisitions. ​ When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition AcquisitionAcquisition (other than for purposes of making a Restricted Payment, a Permitted Payment or a Permitted Investment), the date of determination of such basket or ratio and of any Default or Event of Default mayshall, at the option of the IssuerParent, be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered into. Any into and such ratio baskets or basket ratios shall be calculated on a pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio, basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance Incurrence of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated occurred at the beginning of the applicable reference period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if . For the Issuer elects to make such determination as avoidance of the date of such definitive agreement(s)doubt, then (ax) if any of such baskets or ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated EBITDA of the Parent or basket the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is and the related transactions are permitted under this Indenture hereunder and (by) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer Parent elects to have such determinations occur at the time of entry into such definitive agreement(s)agreement, any such transactions (including any incurrence or issuance Incurrence of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall be deemed outstanding thereafter for purposes of calculating any baskets or ratios or baskets under this Indenture after the date of such definitive agreement(s) agreement and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock or such other transaction to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occur.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default mayshall, at the option of the Issuer, be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered into. Any into and such ratio baskets or basket ratios shall be calculated on a with such pro forma basis, including with such adjustments to as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio, Ratio after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated occurred at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if , and, for the Issuer elects to make such determination as avoidance of the date of such definitive agreement(s)doubt, then (ax) if any of such baskets or ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Issuer or basket the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Indenture hereunder and (by) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement(s)agreement, any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall be deemed outstanding thereafter for purposes of calculating any baskets or ratios or baskets under this the Indenture after the date of such definitive agreement(s) agreement and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock or such other transaction to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occur.. ARTICLE ELEVEN

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Issuer, be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered into. Any into and such ratio baskets or basket ratios shall be calculated on a with such pro forma basis, including with such adjustments to as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio, Ratio after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated occurred at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if , and, for the Issuer elects to make such determination as avoidance of the date of such definitive agreement(s)doubt, then (ax) if any of such baskets or ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Issuer or basket the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is and related transactions are permitted under this Indenture hereunder and (by) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement(s)agreement, any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall be deemed outstanding thereafter for purposes of calculating any baskets or ratios or baskets under this Indenture after the date of such definitive agreement(s) agreement and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or and until such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock has been abandoned or such other transaction definitive agreement has expired or been terminated prior to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occur.consummation thereof. 110

Financial Calculations for Limited Condition Acquisitions. When For purposes of calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition Acquisition, the date of determination of any such basket or ratio under this Indenture and of any Default or Event of Default related thereto may, at the option of the IssuerParent, be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered into. Any , in which case such ratio baskets or basket ratios shall be calculated on a with such pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio, ” in Section 1.01 hereof after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated occurred at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio); provided that if . For the Issuer elects to make such determination as avoidance of the date of such definitive agreement(s)doubt, then (a) if any of such baskets or ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of Parent or basket the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is and related transactions are permitted under this Indenture and (b) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactionstransactions solely for purposes of determining whether such Limited Condition Acquisition is permitted under this Indenture; provided, furtherhowever, that if the Issuer Parent elects to have such determinations occur at the time of entry into such definitive agreement(s)agreement, any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the such definitive agreement(s) agreement is entered into and shall be deemed to be outstanding thereafter for purposes of calculating any usage of baskets or ratios or baskets under this Indenture after from and including the date of such definitive agreement(s) agreement and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s) is terminated or and until such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock has been abandoned or such other transaction definitive agreement has expired or been terminated prior to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occurconsummation thereof.

Financial Calculations for Limited Condition Acquisitions. When calculating the availability under any threshold based on a dollar amount, percentage of Consolidated Tangible Assets or other financial measure (a “basket”) basket or ratio under this Indenture, in each case, case in connection with a Limited Condition AcquisitionAcquisition and any other transactions to be entered into in connection therewith, the date of determination of such basket or ratio and of any Default or Event of Default mayshall, at the option of the IssuerCompany, be the date the definitive agreement(s) agreements for such Limited Condition Acquisition is are entered into. Any into and such ratio baskets or basket ratios shall be calculated on a with such pro forma basis, including with such adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio, ” after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof) as if they had been consummated occurred at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Acquisition and any other transactions to be entered into in connection therewith and, for the avoidance of doubt, (and not for purposes of any subsequent availability of any basket or ratio); provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (ax) if any of such baskets or ratios are no longer complied with or baskets are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated EBITDA of the Company or basket the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios or baskets will not be deemed to have been no longer complied with or exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition and any other transactions to be entered into in connection therewith is permitted under this Indenture hereunder and (by) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided, further, that if the Issuer Company elects to have such determinations occur at the time of entry into such definitive agreement(s)agreement, any such transactions (including any incurrence or issuance of Indebtedness or preferred stock and the use of proceeds thereof, the granting, creation, incurrence or suffering to exist of any Lien and the making of any Investment) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall be deemed outstanding thereafter for purposes of calculating any baskets or ratios or baskets under this Indenture after the date of such definitive agreement(s) agreement and before the consummation of such Limited Condition Acquisition, Acquisition unless such definitive agreement(s) is terminated or and until such Limited Condition Acquisition or incurrence or issuance of Indebtedness or preferred stock or such other transaction has been abandoned, as determined by the Company, prior to which pro forma effect is being given is abandoned or with respect to which the Issuer has notified the Trustee in writing will not occurconsummation thereof.