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

Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket or ratio under this Indenture, in each case in connection with a Limited Condition Transaction 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 Issuer, be the date the definitive agreement(s) for such Limited Condition Transaction 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 Transaction 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) 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 Transaction; provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (x) the Issuer shall be deemed to be in compliance with such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction 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) are permitted under this Indenture, and (y) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction 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, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) 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 Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occur.

Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket or ratio under this Indenture, in each case in connection with a Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock preferred stock and the use of proceeds thereofthereof and any Restricted Payments), 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 Transaction 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,” Pro Forma Basis after giving effect to such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock preferred stock and the use of proceeds thereofthereof and any Restricted Payments) 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 Transaction; provided that if the Issuer Company elects to make such determination as of the date of such definitive agreement(s), then (x) the Issuer Company shall be deemed to be in compliance with such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock preferred stock and the use of proceeds thereof) are thereof and any Restricted Payments), is permitted under this Indenture, and (y) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction 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, Disqualified Capital Stock or Preferred Stock preferred stock and the use of proceeds thereofthereof and any Restricted Payments) 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 Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock preferred stock, Restricted Payment, or such other transaction to which pro forma effect is being given does not occur. For the avoidance of doubt, the Trustee shall have no liability or responsibility for any calculation under or in connection with this Indenture.

Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket or ratio under this Indenture, in each case Indenture in connection with a any Limited Condition Transaction and other any actions or transactions in connection therewith related thereto (including any the incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Liens and the use of proceeds thereofthereof and repayments), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination of 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 Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice, declaration of a dividend or similar event), and if, after giving pro forma effect to the Limited Condition Transaction and any actions or transactions related thereto (including the incurrence of Liens and the use of proceeds thereof and repayments) and any related 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 LCT Test Date in compliance with such ratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes; provided that (a) compliance with such ratio, test or basket (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including the incurrence of Liens and the use of proceeds thereof and repayments) and (b) Consolidated Cash Flow Available for Fixed Charges for purposes of the Senior Secured Indebtedness Leverage 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 Company in good faith. For the avoidance of doubt, if the Company has made an LCT Election, (i) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow Available for Fixed Charges or Consolidated Net Tangible Assets, 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 (and no Default or Event of Default mayshall be deemed to have occurred due to such failure to comply), at and (ii) in calculating the option availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the Issuer, be date on which such Limited Condition Transaction is consummated and the date that the definitive agreement(s) agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is entered into. Any such ratio terminated, expires or basket shall be calculated on a pro forma basispasses, 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 Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtednessapplicable, 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 Transaction; provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (x) the Issuer shall be deemed to be in compliance with such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction 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) are permitted under this Indenture, and (y) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction 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, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) 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 without consummation of such Limited Condition Transaction, 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 Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurTransaction.

Financial Calculations for Limited Condition Transactions. When calculating With respect to any (x) acquisition or similar Investment by the Issuer or one or more of its Restricted Subsidiaries whose consummation is not conditioned upon the availability under of, or on obtaining, third-party financing (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise) (any basket such acquisition or ratio under this IndentureInvestment, a “Limited Condition Acquisition”) or (y) repayment, repurchase or refinancing of Indebtedness with respect to which an irrevocable notice of repayment (or similar irrevocable notice) has been delivered (any such notice, an “Irrevocable Notice Transaction”), in each case case, for purposes of determining: (a) whether any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with a such Limited Condition Acquisition or Irrevocable Notice Transaction and other transactions is permitted to be incurred in compliance with Section 4.09 hereof; (b) whether any Lien being incurred in connection therewith with such Limited Condition Acquisition or Irrevocable Notice Transaction or to secure any such Indebtedness is permitted to be incurred in accordance with Section 4.12 hereof or the definition of “Permitted Liens”; (including c) whether any incurrence other transaction undertaken or issuance proposed to be undertaken in connection with such Limited Condition Acquisition or Irrevocable Notice Transaction complies with the covenants or agreements contained in this Indenture or the Notes; and (d) any calculation of Indebtednessthe Consolidated Net Leverage Ratio, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof)Consolidated Secured Net Leverage Ratio, the date of determination of such basket or ratio and of any Net Income, Consolidated Net Income and/or Consolidated Adjusted EBITDA and, whether a Default or Event of Default mayexists in connection with the foregoing, at the option of the Issuer, be using the date that the definitive agreement(s) agreement for such Limited Condition Transaction Acquisition is entered into. Any into or the date that an irrevocable notice is given for such ratio or basket shall Irrevocable Notice Transaction, as the case may be calculated on a (any such date, the “LCT Election Date”) may be used as the applicable date of determination, as the case may be, in each case 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 “Consolidated Fixed Charge Coverage Net Leverage Ratio,” after giving effect or “Consolidated Adjusted EBITDA.” For the avoidance of doubt, if the Issuer elects to use the LCT Election Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Consolidated Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, Net Income, Consolidated Net Income, and/or Consolidated Adjusted EBITDA of the Issuer, the target business or assets to be acquired subsequent to the LCT Election Date and at or prior to the consummation of such Limited Condition Transaction acquisition or similar Investment or repayment, repurchase or refinancing of Indebtedness, will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection with such acquisition or similar Investment or repayment, repurchase or refinancing of Indebtedness is permitted to be incurred or in connection with compliance by the Issuer or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such acquisition or similar Investment or repayment, repurchase or refinancing of Indebtedness and other (b) until such acquisition or similar Investment or repayment, repurchase or refinancing of Indebtedness is consummated or such definitive agreements are terminated, such acquisition or similar Investment or repayment, repurchase or refinancing of Indebtedness and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated to such acquisition or similar Investment or repayment, repurchase or refinancing of Indebtedness) that are consummated after the LCT Election Date and on or prior to the consummation of such acquisition or similar Investment or repayment, repurchase or refinancing of Indebtedness and any such transactions (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Indebtedness 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 Transaction; provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (x) the Issuer shall be deemed to be in compliance with such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction 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) are permitted under this Indenture, and (y) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction 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, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) shall will 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 Transactionacquisition or similar Investment or repayment, unless repurchase or refinancing of Indebtedness; provided that in connection with the making of Restricted Payments, the calculation of Consolidated Net Income (and any defined term a component of which is Consolidated Net Income) will not, in any case, assume such definitive agreement(s) is terminated acquisition or such Limited Condition Transaction similar Investment has been consummated. In addition, this Indenture provides that compliance with any requirement relating to absence of Default or incurrence or issuance Event of Default may be determined as of the LCT Election Date and not as of any later date as would otherwise be required under this Indenture. In the event an item of Indebtedness, Disqualified Capital Stock or Preferred Stock (or such any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken on the same date that any other item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any other Lien is incurred or other transaction is undertaken, then the Consolidated Net Leverage Ratio or Consolidated Secured Net Leverage Ratio will be calculated with respect to which pro forma effect such incurrence, issuance or other transaction without regard to any other incurrence, issuance or transaction. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is being given does not occurincurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Consolidated Net Leverage Ratio or Consolidated Secured Net Leverage Ratio.

Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket or ratio under this Indenture, in each case in connection with a Limited Condition Transaction 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 Issuer, be the date the definitive agreement(s) for such Limited Condition Transaction 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 Transaction 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) 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 Transaction; Transaction; provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (x) the Issuer shall be deemed to be in compliance with such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction 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) are permitted under this Indenture, and (y) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions; 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, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) 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 Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occur.

Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket or ratio under this Indenturehereunder, in each case in connection with a Limited Condition Transaction 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)Transaction, 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 Transaction 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 “Consolidated Fixed Charge Coverage Ratio,” basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Indebtedness 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 Transaction; provided that if the Issuer elects to make such determination as Transaction (and not for purposes of the date any subsequent availability of such definitive agreement(sany basket or ratio), then and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Issuer shall or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Transaction, such baskets or ratios will not be deemed to be in compliance with have been exceeded as a result of such ratios or baskets fluctuations solely for purposes of determining whether the Limited Condition Transaction 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) are is permitted under this Indenture, Indenture and (y) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction 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, Disqualified Capital Stock or Preferred Stock Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall continue to be deemed outstanding thereafter (unless and until such definitive agreement has been terminated without the consummation of such transaction) 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 Transaction; provided, unless such definitive agreement(sfurther, that in connection with making Restricted Payments, the calculation of Consolidated Net Income (and any defined term a component of which is Consolidated Net Income) is terminated or shall not, in any case, assume such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurhas been consummated.

Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket or ratio under this IndentureIndenture or determining the absence of a Default or Event of Default as a condition to the making of any acquisition or other Permitted Investment the consummation of which is not conditioned on the availability of, or on obtaining, third party financing (each, a “Limited Condition Transaction”) or the incurrence of Indebtedness in connection therewith, the determination of whether the relevant condition is satisfied may be made, at the irrevocable election of the Company (such election, a “Limited Condition Transaction Election”), at the time of (and on the basis of the financial statements to be delivered pursuant to Section 3.2 for the most recently ended fiscal period for which financial statements are available at the time of) either (x) the execution of the definitive agreement with respect to such Limited Condition Transaction or (y) the consummation of the Limited Condition Transaction, in each case in connection with a case, after giving effect to the relevant Limited Condition Transaction and other any related transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Indebtedness and the use of proceeds thereof), on a pro forma basis (such date, the date “Limited Condition Transaction Test Date”). If the Company makes such a Limited Condition Transaction Election, any subsequent calculation of determination of any such basket or ratio and as a condition to consummating such transaction or the incurrence of any Default or Event of Default mayIndebtedness in connection therewith shall be calculated on an equivalent pro forma basis, at the option of the Issuer, be the date unless the definitive agreement(s) agreement for such Limited Condition Transaction expires or is entered intoterminated without its consummation. 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 Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and Election shall be made pursuant to a written notice from the use of proceeds thereof) as if they had been consummated Company delivered to the Trustee at the beginning time of the applicable period for purposes execution of determining the ability definitive agreements with respect to consummate any such the Limited Condition Transaction; provided that if provided, however, that, to the Issuer elects extent the Company has not delivered such written notice to make such determination as the Trustee by the time of execution of the date of definitive agreements with respect to such definitive agreement(s)transaction, then (x) the Issuer shall be deemed relevant conditions required to be in compliance with satisfied as a condition to consummating such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction 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) are permitted under this Indenture, and (y) transaction and/or incurring such ratios or baskets shall not Indebtedness will be tested at the time of consummation of such transaction and the related incurrence of Indebtedness. For the avoidance of doubt, if the Company has made a Limited Condition Transaction Election and any of the ratios or related transactions; provided, further, that if baskets for which compliance was determined or tested as of the Issuer elects Limited Condition Transaction Test Date (including with respect to have such determinations occur at the time incurrence of entry into such definitive agreement(s), any Indebtedness) are exceeded as a result of fluctuations in any such transactions ratio or basket (including due to fluctuations of the target of any incurrence Limited Condition Transaction) at or issuance prior to the consummation of Indebtednessthe relevant transaction or action, Disqualified Capital Stock such baskets or Preferred Stock and the use of proceeds thereof) shall ratios will not 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 been exceeded as a result of such definitive agreement(s) and before the consummation of such Limited Condition Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurfluctuations.

Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket or ratio under this IndentureIndenture or determining the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the making of any acquisition or other Permitted Investment, the consummation of which is not conditioned on the availability of, or on obtaining, third party financing (each, a “Limited Condition Transaction”) or incurrence of Indebtedness in connection therewith, the determination of whether the relevant condition is satisfied may be made, at the irrevocable election of the Company (such election, a “Limited Condition Transaction Election”), at the time of (and on the basis of the financial statements for the most recently ended fiscal period for which financial statements are available at the time of) either (x) the execution of the definitive agreement with respect to such Limited Condition Transaction or (y) the consummation of the Limited Condition Transaction, in each case in connection with a case, after giving effect to the relevant Limited Condition Transaction and other any related transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Indebtedness and the use of proceeds thereof), on a pro forma basis (such date, the date “Limited Condition Transaction Test Date”). If the Company makes such a Limited Condition Transaction Election, any subsequent calculation of determination of such any basket or ratio and of any Default or Event of Default mayshall be calculated on an equivalent pro forma basis, at the option of the Issuer, be the date unless the definitive agreement(s) agreement for such Limited Condition Transaction expires or is entered intoterminated without its consummation. 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 Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and Election shall be made pursuant to a written notice from the use of proceeds thereof) as if they had been consummated Company delivered to the Trustee at the beginning time of the applicable period for purposes execution of determining the ability definitive agreements with respect to consummate any such the Limited Condition Transaction; provided that if provided, however, that, to the Issuer elects extent the Company has not delivered such written notice to make such determination as the Trustee by the time of execution of the date of definitive agreements with respect to such definitive agreement(s)transaction, then (x) the Issuer shall be deemed relevant conditions required to be in compliance with satisfied as a condition to consummating such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction 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) are permitted under this Indenture, and (y) transaction and/or incurring such ratios or baskets shall not Indebtedness will be tested at the time of consummation of such transaction and the related incurrence of Indebtedness. For the avoidance of doubt, if the Company has made a Limited Condition Transaction Election and any of the ratios or related transactions; provided, further, that if baskets for which compliance was determined or tested as of the Issuer elects Limited Condition Transaction Test Date (including with respect to have such determinations occur at the time incurrence of entry into such definitive agreement(s), any Indebtedness) are exceeded as a result of fluctuations in any such transactions ratio or basket (including due to fluctuations of the target of any incurrence Limited Condition Transaction) at or issuance prior to the consummation of Indebtednessthe relevant transaction or action, Disqualified Capital Stock such baskets or Preferred Stock and the use of proceeds thereof) shall ratios will not 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 been exceeded as a result of such definitive agreement(s) and before the consummation of such Limited Condition Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurfluctuations.

Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket or ratio under this Indenture, in each case in connection with a Limited Condition Transaction 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)Transaction, 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) for LCT Determination Date and such Limited Condition Transaction is entered into. Any 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 “Consolidated Fixed Charge Coverage Ratio,” basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Indebtedness 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 Transaction; provided that if the Issuer elects to make such determination as Transaction (and not for purposes of the date any subsequent availability of such definitive agreement(sany basket or ratio), then and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in the Issuer shall Consolidated EBITDA or Consolidated Net Tangible Assets of the Company or the target company) subsequent to such LCT Determination Date and at or prior to the consummation of the relevant Limited Condition Transaction, such baskets or ratios will not be deemed to be in compliance with have been exceeded as a result of such ratios or baskets fluctuations solely for purposes of determining whether the Limited Condition Transaction 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) are is permitted under this Indenture, Indenture and (y) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction 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)LCT Determination Date, then any such transactions (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Indebtedness and the use of proceeds thereoftherefrom) shall be deemed to have occurred on the date the definitive agreement(s) is entered into and shall be deemed outstanding LCT Determination Date thereafter for purposes of calculating any baskets or ratios or baskets under this Indenture after the date of such definitive agreement(s) LCT Determination Date and before the consummation of such Limited Condition Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occur.

Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket or ratio under this Indenturehereunder, in each case in connection with a Limited Condition Transaction 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)Transaction, 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 Transaction 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 “Consolidated Fixed Charge Coverage Ratio,” basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Indebtedness and the use of proceeds thereofthereof (including, for the avoidance of doubt, with respect to any such Indebtedness the proceeds of which have been irrevocably deposited or are otherwise held in trust or under an escrow or other funding arrangement with a trustee or other agent under or with respect to such Indebtedness to secure such Indebtedness pending the application of such proceeds to finance such Limited Condition Transaction, after giving pro forma effect to the release of any such proceeds from such escrow or other funding arrangement upon consummation of such Limited Condition Transaction)) 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 Transaction; provided that if the Issuer elects to make such determination as Transaction (and not for purposes of the date any subsequent availability of such definitive agreement(sany basket or ratio), then and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Issuer shall or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Transaction, such baskets or ratios will not be deemed to be in compliance with have been exceeded as a result of such ratios or baskets fluctuations solely for purposes of determining whether the Limited Condition Transaction 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) are is permitted under this Indenture, Indenture and (y) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions; provided, further, 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, Disqualified Capital Stock or Preferred Stock Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall continue to be deemed outstanding thereafter (unless and until such definitive agreement has been terminated without the consummation of such transaction) 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 Transaction; provided further that in connection with making Restricted Payments, unless such definitive agreement(sthe calculation of Consolidated Net Income (and any defined term a component of which is Consolidated Net Income) is terminated or shall not, in any case, assume such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurhas been consummated.

Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket or ratio under this Indenture, in each case in connection with Indenture or determining the absence of a Limited Condition Transaction 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(or any type of Default or Event of Default) as a condition to the making of any Limited Condition Transaction or incurrence of Indebtedness in connection therewith, the determination of whether the relevant condition is satisfied may be made, at the option irrevocable election of the IssuerCompany (such election, a “Limited Condition Transaction Election”), at the time of (and on the basis of the financial statements for the most recently ended fiscal period for which financial statements are available at the time of) either (x) the execution of the definitive agreement with respect to such Limited Condition Transaction or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related incurrence of Indebtedness, on a pro forma basis (such date, the “Limited Condition Transaction Test Date”); provided further that any Limited Condition Transaction Election shall be made pursuant to a written notice from the Company delivered to the Trustee at the time of the execution of the definitive agreements with respect to the Limited Condition Transaction; provided however, to the extent the Company has not delivered such written notice to the Trustee by the time of execution of the definitive agreements with respect to such transaction, the relevant conditions required to be satisfied as a condition to consummating such transaction and/or incurring such Indebtedness will be tested at the time of consummation of such transaction and the related incurrence of Indebtedness. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture that does not require compliance with a financial ratio (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture that requires compliance with a financial ratio, it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of such incurrence-based amounts. For the avoidance of doubt, if the Company has made a Limited Condition Transaction Election and any of the ratios or baskets for which compliance was determined or tested as of the Limited Condition Transaction Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Company has made a Limited Condition Transaction Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant Limited Condition Transaction Test Date and prior to the earlier of (a) the date on which such Limited Condition Transaction is consummated or (b) the date that the definitive agreement(s) agreement for such Limited Condition Transaction is entered into. Any terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated required to be satisfied (1) 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 basis assuming such Limited Condition Transaction 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) as if they had have been consummated at the beginning of the applicable period for purposes of determining the ability to consummate any and (2) assuming such Limited Condition Transaction; provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (x) the Issuer shall be deemed to be in compliance with such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance have not been consummated. The foregoing provisions shall apply with similar effect during the pendency of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) are permitted under this Indenture, and (y) such ratios or baskets shall not be tested at the time of consummation of such two Limited Condition Transaction or related transactions; providedTransactions such that each of the possible scenarios is separately tested. Notwithstanding anything to the contrary herein, 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, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) in no event shall there 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 more than two Limited Condition Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurTransactions at any time outstanding.

Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket or ratio under this Indenture, in each case in connection with a Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock preferred stock and the use of proceeds thereofthereof and any Restricted Payments), the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the IssuerIron Mountain, be the date the definitive agreement(s) for such Limited Condition Transaction 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,” Pro Forma Basis after giving effect to such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock preferred stock and the use of proceeds thereofthereof and any Restricted Payments) 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 Transaction; provided that if the Issuer Iron Mountain elects to make such determination as of the date of such definitive agreement(s), then (x) the Issuer Iron Mountain shall be deemed to be in compliance with such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock preferred stock and the use of proceeds thereof) are thereof and any Restricted Payments), is permitted under this Indenture, and (y) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions; provided, further, that if the Issuer Iron Mountain 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, Disqualified Capital Stock or Preferred Stock preferred stock and the use of proceeds thereofthereof and any Restricted Payments) 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 Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock preferred stock, Restricted Payment, or such other transaction to which pro forma effect is being given does not occur. For the avoidance of doubt, the Trustee shall have no liability or responsibility for any calculation under or in connection with this Indenture.

Financial Calculations for Limited Condition Transactions. (a) When calculating the availability under any basket or ratio under this Indenture, in each case Indenture or compliance with any provision of this Indenture in connection with a any Limited Condition Transaction and other any actions or transactions in connection therewith related thereto (including any acquisitions, Investments and the incurrence or issuance of IndebtednessDebt, Liens, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof, repayments and Restricted Payments), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination of for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default may, at the option of the Issuer, Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”) the definitive agreement(s) agreements for such Limited Condition Transaction is are entered into. Any such ratio into (or, if applicable, the date of delivery of an irrevocable notice or basket shall be calculated on a similar event), and if, after giving 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 the Limited Condition Transaction and other any actions or transactions in connection therewith (related thereto including any acquisitions, Investments and the incurrence or issuance of IndebtednessDebt, Liens, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof, repayments and Restricted Payments) as if they had and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have been consummated at permitted to take such actions or consummate such transactions on the beginning of the applicable period for purposes of determining the ability to consummate relevant LCT Test Date in compliance with such ratio, test or basket (and any such Limited Condition Transaction; provided that if the Issuer elects to make such determination as of the date of such definitive agreement(srelated requirements and conditions), then such ratio, test or basket (xand any related requirements and conditions) the Issuer shall be deemed to have been complied with (or satisfied) for all purposes (in the case of Debt, for example, whether such Debt is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided that (i) if financial statements for one or more subsequent fiscal quarters shall have become available, the Company may elect, in its sole discretion, to re-determine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets, and (ii) except as contemplated in the foregoing clause (i), compliance with such ratios ratios, tests or baskets solely (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for purposes of determining whether the such Limited Condition Transaction and other any actions or transactions in connection therewith related thereto (including any acquisitions, Investments and the incurrence or issuance of IndebtednessDebt, Liens, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof, repayments and Restricted Payments). (b) are permitted under this IndentureFor the avoidance of doubt, if the Company has made an LCT Election, (i) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or total assets of the Company or the Person subject to such Limited Condition Transaction, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations; (ii) 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 LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of 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 not to have occurred or be continuing) and (yiii) such ratios in calculating the availability under any ratio, test or baskets shall not be tested at the time of consummation of basket in connection with any action or transaction unrelated to such Limited Condition Transaction or related transactions; provided, further, that if following the Issuer elects relevant LCT Test Date and prior to have such determinations occur at the time earlier of entry into such definitive agreement(s), any such transactions (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) shall be deemed to have occurred on the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement(s) agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is entered into and shall be deemed outstanding thereafter for purposes of calculating any ratios terminated, expires or baskets under this Indenture after the date of such definitive agreement(s) and before the passes, as applicable, without consummation of such Limited Condition Transaction, 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 Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurTransaction.

Financial Calculations for Limited Condition Transactions. When calculating the availability under As it relates to any basket or ratio under this Indenture, in each case action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (i) determining compliance with any provision of this Indenture which requires the calculation of any financial ratio or test, including the Consolidated Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio and other transactions Consolidated Total Secured Debt Ratio; or (ii) testing availability under baskets set forth in this Indenture (including baskets determined by reference to Total Assets); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection therewith (including with any incurrence or issuance of IndebtednessLimited Condition Transaction, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereofan “LCT Election”), the date of determination of whether any such basket or ratio and of any Default or Event of Default may, at the option of the Issuer, action is permitted under this Indenture shall be deemed to be the date the definitive agreement(sagreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction (and the other transactions to be entered into in connection therewith, including any incurrence of Debt and the use of proceeds thereof, as if they had occurred on the first day of the most recent Four Quarter Period of the Issuer ended prior to such date for which internal financial statements are available (except with respect to any incurrence or repayment of Debt for purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last day of such period)), the Issuer would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Issuer may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, if the Issuer has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Total Assets of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Debt or Liens, the making of any Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer, the prepayment, redemption, purchase, defeasance or other satisfaction of Debt, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is entered into. Any terminated or expires without consummation of such ratio Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Indenture, any such ratio, test or basket shall be calculated required to be satisfied 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 basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Debt and the use of proceeds thereof) as if they had have been consummated at the beginning of the applicable period for purposes of determining the ability to consummate any and (ii) assuming such Limited Condition Transaction; provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (x) the Issuer shall be deemed to be in compliance with such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Debt and the use of proceeds thereof) are permitted under this Indenture, and (y) such ratios or baskets shall have not be tested at the time of consummation of such Limited Condition Transaction 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, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) 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 Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurbeen consummated.

Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket or ratio under this Indenture, in each case in connection with Indenture or determining the absence of a Limited Condition Transaction 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(or any type of Default or Event of Default) as a condition to the making of any Limited Condition Transaction or incurrence of Indebtedness in connection therewith, the determination of whether the relevant condition is satisfied may be made, at the option irrevocable election of the IssuerCompany (such election, a “Limited Condition Transaction Election”), at the time of (and on the basis of the financial statements for the most recently ended fiscal period for which financial statements are available at the time of) either (x) the execution of the definitive agreement with respect to such Limited Condition Transaction or (y) the consummation of the Limited Condition Transaction and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Condition Transaction and related incurrence of Indebtedness, on a pro forma basis (such date, the “Limited Condition Transaction Test Date”); provided, further, that any Limited Condition Transaction Election shall be made pursuant to a written notice from the Company delivered to the Trustee at the time of the execution of the definitive agreements with respect to the Limited Condition Transaction; provided, however, to the extent the Company has not delivered such written notice to the Trustee by the time of execution of the definitive agreements with respect to such transaction, the relevant conditions required to be satisfied as a condition to consummating such transaction and/or incurring such Indebtedness will be tested at the time of consummation of such transaction and the related incurrence of Indebtedness. Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture that does not require compliance with a financial ratio (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture that requires compliance with a financial ratio, it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to any substantially concurrent utilization of such incurrence-based amounts. For the avoidance of doubt, if the Company has made a Limited Condition Transaction Election and any of the ratios or baskets for which compliance was determined or tested as of the Limited Condition Transaction Test Date (including with respect to the incurrence of any Indebtedness) are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Company has made a Limited Condition Transaction Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant Limited Condition Transaction Test Date and prior to the earlier of (a) the date on which such Limited Condition Transaction is consummated or (b) the date that the definitive agreement(s) agreement for such Limited Condition Transaction is entered into. Any terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated required to be satisfied (1) 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 basis assuming such Limited Condition Transaction 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) as if they had have been consummated at the beginning of the applicable period for purposes of determining the ability to consummate any and (2) assuming such Limited Condition Transaction; provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (x) the Issuer shall be deemed to be in compliance with such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance have not been consummated. The foregoing provisions shall apply with similar effect during the pendency of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) are permitted under this Indenture, and (y) such ratios or baskets shall not be tested at the time of consummation of such two Limited Condition Transaction or related transactions; providedTransactions such that each of the possible scenarios is separately tested. Notwithstanding anything to the contrary herein, 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, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) in no event shall there 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 more than two Limited Condition Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurTransactions at any time outstanding.

Financial Calculations for Limited Condition Transactions. (a) When calculating the availability under any basket or ratio under this Indenture, in each case Indenture or compliance with any provision of this Indenture in connection with a any Limited Condition Transaction and other any actions or transactions in connection therewith related thereto (including any acquisitions, Investments and the incurrence or issuance of IndebtednessDebt, Liens, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof, repayments and Restricted Payments), in each case, at the option of the Issuer (the Issuer’s election to exercise such option, an “LCT Election”), the date of determination of for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default may, at the option of the Issuer, Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”) the definitive agreement(s) agreements for such Limited Condition Transaction is are entered into. Any such ratio into (or, if applicable, the date of delivery of an irrevocable notice or basket shall be calculated on a similar event), and if, after giving 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 the Limited Condition Transaction and other any actions or transactions in connection therewith (related thereto including any acquisitions, Investments and the incurrence or issuance of IndebtednessDebt, Liens, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof, repayments and Restricted Payments) as if they had been consummated at the beginning of the applicable period for purposes of determining the ability to consummate and any such Limited Condition Transaction; provided that if related pro forma adjustments, the Issuer elects or any of its Restricted Subsidiaries would have been permitted to make take such determination as of actions or consummate such transactions on the date of relevant LCT Test Date in compliance with such definitive agreement(sratio, test or basket (and any related requirements and conditions), then such ratio, test or basket (xand any related requirements and conditions) the Issuer shall be deemed to have been complied with (or satisfied) for all purposes (in the case of Debt, for example, whether such Debt is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided that (i) 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 ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets, and (ii) except as contemplated in the foregoing clause (i), compliance with such ratios ratios, tests or baskets solely (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for purposes of determining whether the such Limited Condition Transaction and other any actions or transactions in connection therewith related thereto (including any acquisitions, Investments and the incurrence or issuance of IndebtednessDebt, Liens, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof, repayments and Restricted Payments). (b) are permitted under this IndentureFor the avoidance of doubt, if the Issuer has made an LCT Election, (i) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or total assets of the Issuer or the Person subject to such Limited Condition Transaction, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations; (ii) 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 LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of 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 not to have occurred or be continuing) and (yiii) such ratios in calculating the availability under any ratio, test or baskets shall not be tested at the time of consummation of basket in connection with any action or transaction unrelated to such Limited Condition Transaction or related transactions; provided, further, that if following the Issuer elects relevant LCT Test Date and prior to have such determinations occur at the time earlier of entry into such definitive agreement(s), any such transactions (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) shall be deemed to have occurred on the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement(s) agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is entered into and shall be deemed outstanding thereafter for purposes of calculating any ratios terminated, expires or baskets under this Indenture after the date of such definitive agreement(s) and before the passes, as applicable, without consummation of such Limited Condition Transaction, 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 Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurTransaction.

Financial Calculations for Limited Condition Transactions. When Notwithstanding anything in this Indenture to the contrary, when (i) calculating the availability under any basket basket, ratio or ratio other financial test under this Indenture, (ii) determining whether any Default or Event of Default has occurred, is continuing or would result from any action, or (iii) determining compliance with any other condition precedent to any action or transaction, in each case of clauses (i) through (iii) in connection with a Limited Condition Transaction and other any actions or transactions in connection therewith related thereto (including any incurrence acquisitions, Investments, the Incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof, the Incurrence of Liens and Restricted Payments), the date of determination of such basket basket, ratio or ratio and of other financial test, whether any Default or Event of Default mayhas occurred, is continuing or would result therefrom, or the satisfaction of any other condition precedent, shall, at the option of the IssuerCompany (the Company’s election to exercise such option in connection with any Limited Condition Transactions, a “Transaction Election”), be deemed to be the date that the definitive agreement(s) agreement for such Limited Condition Transaction is entered into. Any into (or, if applicable, the date of delivery of an irrevocable notice or similar event) (any such ratio date, the “Transaction Test Date”) and such baskets, ratios or basket other financial tests, absence of defaults, satisfaction of conditions precedent and other provisions 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,” basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence acquisitions, Investments, the Incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof, the Incurrence of Liens and Restricted Payments) 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 Transaction; provided that if the Issuer elects to make such determination as Transaction (and not for purposes of the date any subsequent availability of such definitive agreement(sany basket or ratio), then and, for the avoidance of doubt, (x) if any of such baskets or ratios, absence of Default or Event of Default, satisfaction of conditions precedent or other provisions are exceeded, breached or otherwise failed as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated EBITDA, Consolidated Total Indebtedness, Consolidated Net Income or Total Assets of the Issuer shall Parent or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Transaction, such baskets or ratios, absence of Default or Event of Default, satisfaction of conditions precedent and other provisions will not be deemed to be in compliance with have been exceeded, breached or otherwise failed as a result of such ratios or baskets fluctuations solely for purposes of determining whether the Limited Condition Transaction and other related transactions in connection therewith (including any incurrence acquisitions, Investments, the Incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof, the Incurrence of Liens and Restricted Payments) are permitted under this Indenture, Indenture and (y) such ratios baskets or baskets ratios, absence of Default or Event of Default, satisfaction of conditions and other provisions shall not be tested at the time of consummation of such the Limited Condition Transaction or related transactionstransactions solely for the purpose of determining whether such Limited Condition Transaction is permitted under this Indenture; provided, further, that if the Issuer elects Parent has made a Transaction Election for any Limited Condition Transaction, then, in connection with any subsequent calculation of any ratio or basket availability with respect to have any other Limited Condition Transaction or otherwise on or following the relevant Transaction Test Date and prior to the consummation of such determinations occur at the time of entry into Limited Condition Transaction, unless and until such Limited Condition Transaction has been abandoned (or revoked via an officer’s certificate) or such definitive agreement(s)agreement has expired or been terminated prior to consummation thereof, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence acquisitions, Investments, the Incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof, the Incurrence of Liens and Restricted Payments) 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 Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurbeen consummated.

Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket basket, ratio, incurrence based permission, test or ratio threshold under this Indenture, in each case in connection with a for the purposes of determining the ability to consummate any Limited Condition Transaction 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)Transaction, the date of determination of such basket basket, ratio, permission, test or ratio threshold 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 Transaction 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 definitions of “Consolidated Fixed Charge Coverage Ratio,” Ratio and Consolidated Leverage Ratio after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Debt and the use of proceeds thereof) as if they had been consummated occurred at the beginning of the applicable period period, and, for purposes the avoidance of determining the ability to consummate any such Limited Condition Transaction; provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s)doubt, then (x) if any of such baskets, ratios, permissions, tests or thresholds are exceeded or otherwise not satisfied as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated EBITDA of the Issuer shall Company or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant transaction, such baskets, ratios, permissions, tests or thresholds will not be deemed to be in compliance with have been exceeded or otherwise not satisfied as a result of such ratios or baskets fluctuations solely for purposes of determining whether the Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock transaction and the use of proceeds thereof) related transactions are permitted under this Indenture, hereunder and (y) such ratios baskets, ratios, permissions, tests or baskets thresholds shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions; provided, further, provided 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, Disqualified Capital Stock or Preferred Stock Debt and the use of proceeds thereoftherefrom) shall be deemed to have occurred on the date the definitive agreement(s) is agreements are entered into and shall to be deemed outstanding thereafter for 104 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 Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurTransactions.

Financial Calculations for Limited Condition Transactions. When calculating (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the availability option of the Borrower, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is executed. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this paragraph, and any basket Default or ratio under this IndentureEvent of Default occurs following the date such definitive agreement for a Limited Condition Transaction is executed and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in each case connection with such Limited Condition Transaction is permitted hereunder. (b) In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Agreement which requires the calculation of the Total Net Leverage Ratio; or (2) testing baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets); in each case, at the option of the Borrower (the Borrower's election to exercise such option in connection with any Limited Condition Transaction, an "LCT Election"), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (the "LCT Test Date"); provided, however, that the Borrower shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Debt 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 Transaction 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 definitions of “"Consolidated Fixed Charge Coverage EBITDA" and "Total Net Leverage Ratio,” after giving effect ", the Borrower or any Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. (c) If the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets, of the Borrower and its Restricted Subsidiaries at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, test or basket availability under this Agreement (including with respect to the incurrence of Debt or Liens, or the making of Permitted Disposals, acquisitions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower or any Restricted Subsidiary 0010146-0000535 NYO1: 2000703970 .93 or the designation of an Unrestricted Subsidiary) on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Debt and the use of proceeds thereof) as if they had have been consummated at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition Transaction; provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (x) the Issuer shall be deemed to be in compliance with such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction 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) are permitted under this Indenture, and (y) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction 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, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) 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 Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurconsummated.

Financial Calculations for Limited Condition Transactions. When For purposes of calculating the availability under any basket or ratio under this Indenture, in each case Indenture or compliance with any provision of this Indenture in connection with a any Limited Condition Transaction and other any actions or transactions in connection therewith related thereto (including any acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales), in each case, at the option of the Issuer (the Issuer’s election to exercise such option, an “LCT Election”), the date of determination of for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default may, at the option of the Issuer, Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”) the definitive agreement(s) agreements for such Limited Condition Transaction is are entered into. Any such ratio into (or, if applicable, the date of delivery of an irrevocable notice, declaration of a Restricted Payment or basket shall be calculated on a similar event) if, after giving 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 the Limited Condition Transaction and other any actions or transactions in connection therewith related thereto (including any acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) as if they had and any related pro forma adjustments, Parent or any of its Restricted Subsidiaries would have been consummated at permitted to take such actions or consummate such transactions on the beginning of the applicable period for purposes of determining the ability to consummate relevant LCT Test Date in compliance with such ratio, test or basket (and any such Limited Condition Transaction; provided that if the Issuer elects to make such determination as of the date of such definitive agreement(srelated requirements and conditions), then such ratio, test or basket (xand any related requirements and conditions) the Issuer shall be deemed to have 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 LCT Test Date or at any time thereafter); provided, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, Parent may elect, in its sole discretion, to re-determine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets, (b) except as contemplated in the foregoing clause (a), compliance with such ratios ratios, tests or baskets solely (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for purposes of determining whether the such Limited Condition Transaction and other any actions or transactions in connection therewith related thereto (including any acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) are permitted under this Indenture, and (y) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction 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, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) 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 Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occur.and

Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket or ratio under this IndentureIndenture or determining the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the making of any acquisition or other Permitted Investment, the consummation of which is not conditioned on the availability of, or on obtaining, third party financing (each, a “Limited Condition Transaction”) or incurrence of Indebtedness in connection therewith, the determination of whether the relevant condition is satisfied may be made, at the irrevocable election of the Company (such election, a “Limited Condition Transaction Election”), at the time of (and on the basis of the financial statements for the most recently ended fiscal period for which financial statements are available at the time of) either (x) the execution of the definitive agreement with respect to such Limited Condition Transaction or (y) the consummation of the Limited Condition Transaction, in each case in connection with a case, after giving effect to the relevant Limited Condition Transaction and other any related transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Indebtedness and the use of proceeds thereof), on a pro forma basis (such date, the date “Limited Condition Transaction Test Date”). If the Company makes such a Limited Condition Transaction Election, any subsequent calculation of determination of such any basket or ratio and of any Default or Event of Default mayshall be calculated on an equivalent pro forma basis, at the option of the Issuer, be the date unless the definitive agreement(s) agreement for such Limited Condition Transaction expires or is entered intoterminated without its consummation. 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 Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and Election shall be made pursuant to a written notice from the use of proceeds thereof) as if they had been consummated Company delivered to the Trustee at the beginning time of the applicable period for purposes execution of determining the ability definitive agreements with respect to consummate any such the Limited Condition Transaction; provided provided, however, that if to the Issuer elects extent the Company has not delivered such written notice to make such determination as the Trustee by the time of execution of the date of definitive agreements with respect to such definitive agreement(s)transaction, then (x) the Issuer shall be deemed relevant conditions required to be in compliance with satisfied as a condition to consummating such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction 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) are permitted under this Indenture, and (y) transaction and/or incurring such ratios or baskets shall not Indebtedness will be tested at the time of consummation of such transaction and the related incurrence of Indebtedness. For the avoidance of doubt, if the Company has made a Limited Condition Transaction Election and any of the ratios or related transactions; provided, further, that if baskets for which compliance was determined or tested as of the Issuer elects Limited Condition Transaction Test Date (including with respect to have such determinations occur at the time incurrence of entry into such definitive agreement(s), any Indebtedness) are exceeded as a result of fluctuations in any such transactions ratio or basket (including due to fluctuations of the target of any incurrence Limited Condition Transaction) at or issuance prior to the consummation of Indebtednessthe relevant transaction or action, Disqualified Capital Stock such baskets or Preferred Stock and the use of proceeds thereof) shall ratios will not 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 been exceeded as a result of such definitive agreement(s) and before the consummation of such Limited Condition Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurfluctuations.

Financial Calculations for Limited Condition Transactions. (a) When calculating the availability under any basket or ratio under this Indenture, in each case in connection with a Limited Condition Transaction 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)Transaction, 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) for LCT Determination Date and such Limited Condition Transaction is entered into. Any 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 “Consolidated Fixed Charge Coverage Ratio,” basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Debt 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 Transaction; provided that if the Issuer elects to make such determination as Transaction (and not for purposes of the date any subsequent availability of such definitive agreement(sany basket or ratio), then and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in the Issuer shall Consolidated EBITDA or Total Assets of the Company or the target company) subsequent to such LCT Determination Date and at or prior to the consummation of the relevant Limited Condition Transaction, such baskets or ratios will not be deemed to be in compliance with have been exceeded as a result of such ratios or baskets fluctuations solely for purposes of determining whether the Limited Condition Transaction 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) are is permitted under this Indenture, Indenture and (y) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction 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)LCT Determination Date, then any such transactions (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Debt and the use of proceeds thereoftherefrom) shall be deemed to have occurred on the date the definitive agreement(s) is entered into and shall be deemed outstanding LCT Determination Date thereafter for purposes of calculating any baskets or ratios or baskets under this Indenture after the date of such definitive agreement(s) LCT Determination Date and before the consummation of such Limited Condition Transaction. (b) The Company will be responsible for making all calculations called for under this Indenture and the Notes, unless including but not limited to any determination of redemption price, premium, if any, and any additional amounts or other amounts payable on the Notes, and the Trustee, the Paying Agent, and the Registrar shall have no liability or responsibility for any calculations or any information in connection with such definitive agreement(s) calculations. The Company will make all these calculations in good faith and, absent manifest error, the Company’s calculations will be final and binding on the Holders. The Company will provide a schedule of the Company’s calculations to the Trustee, and the Trustee is terminated entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Company will forward or such Limited Condition Transaction or incurrence or issuance cause the Trustee to forward the Company’s calculations to any Holder upon the written request of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurthat Xxxxxx at the Company’s sole cost and expense.

Financial Calculations for Limited Condition Transactions. When calculating the availability under As it relates to any basket or ratio under this Indenture, in each case action being taken in connection with a Limited Condition Transaction Transaction, for purposes of: (i) determining compliance with any provision of this Indenture which requires the calculation of any financial ratio or test, including the Consolidated Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio and other transactions Consolidated Total Secured Debt Ratio; or (ii) testing availability under baskets set forth in this Indenture (including baskets determined by reference to Total Assets); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection therewith (including with any incurrence or issuance of IndebtednessLimited Condition Transaction, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereofan “LCT Election”), the date of determination of whether any such basket or ratio and of any Default or Event of Default may, at the option of the Issuer, action is permitted under this Indenture shall be deemed to be the date the definitive agreement(sagreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction (and the other transactions to be entered into in connection therewith, including any incurrence of Debt and the use of proceeds thereof, as if they had occurred on the first day of the most recent period of four consecutive fiscal quarters of the Issuer ended prior to such date for which internal financial statements are available (except with respect to any incurrence or repayment of Debt for purposes of the calculation of any leverage-based test or ratio, which shall in each case be treated as if they had occurred on the last day of such period)), the Issuer would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with; provided that, if financial statements for one or more subsequent fiscal periods shall have become available, the Issuer may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date. For the avoidance of doubt, if the Issuer has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow Available for Fixed Charges or Total Assets of the Issuer or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Debt or Liens, the making of any Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer, the prepayment, redemption, purchase, defeasance or other satisfaction of Debt, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice for such Limited Condition Transaction is entered into. Any terminated or expires without consummation of such ratio Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Indenture, any such ratio, test or basket shall be calculated required to be satisfied 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 basis (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Debt and the use of proceeds thereof) as if they had have been consummated at the beginning of the applicable period for purposes of determining the ability to consummate any and (ii) assuming such Limited Condition Transaction; provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (x) the Issuer shall be deemed to be in compliance with such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Debt and the use of proceeds thereof) are permitted under this Indenture, and (y) such ratios or baskets shall have not be tested at the time of consummation of such Limited Condition Transaction 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, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) 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 Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurbeen consummated.

Financial Calculations for Limited Condition Transactions. When calculating (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the availability under option of the Borrower, be (b) In connection with any basket or ratio under this Indenture, in each case action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Agreement which requires the calculation of the Total Net Leverage Ratio; or (2) testing baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (the “LCT Test Date”); provided, however, that the Borrower shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock Debt 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 Transaction 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 definitions of “Consolidated Fixed Charge Coverage EBITDA” and “Total Net Leverage Ratio,” after giving effect to ”, the Borrower or any Restricted Subsidiary could have taken such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and action on 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 Transaction; provided that if the Issuer elects to make such determination as of the date of such definitive agreement(s), then (x) the Issuer shall be deemed to be relevant LCT Test Date in compliance with such ratios ratio, test or baskets solely for purposes of determining whether the Limited Condition Transaction and other transactions in connection therewith (including any incurrence basket, such ratio, test or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) are permitted under this Indenture, and (y) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction 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, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) basket 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 Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occurbeen complied with.

Financial Calculations for Limited Condition Transactions. When calculating the availability under any basket or ratio under this Indenture, in each case in connection with a Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock 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 Transaction 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,” Pro Forma Basis after giving effect to such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock 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 Transaction; provided that if the Issuer Company elects to make such determination as of the date of such definitive agreement(s), then (x) the Issuer Company shall be deemed to be in compliance with such ratios or baskets solely for purposes of determining whether the Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock preferred stock and the use of proceeds thereof) are ), is permitted under this Indenture, and (y) such ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction 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, Disqualified Capital Stock or Preferred Stock preferred stock and the use of proceeds thereof) 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 Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock preferred stock or such other transaction to which pro forma effect is being given does not occur. For the avoidance of doubt, the Trustee shall have no liability or responsibility for any calculation under or in connection with this Indenture.

Financial Calculations for Limited Condition Transactions. ‌ When calculating the availability under any basket or ratio under this Indenture, in each case in connection with a Limited Condition Transaction 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)Transaction, 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 Transaction 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 “Consolidated Fixed Charge Coverage Ratio,” basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance Incurrence of Indebtedness, Disqualified Capital Stock or Preferred Stock Indebtedness 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 Transaction; provided that if Transaction (and not for purposes of any subsequent availability of any basket or ratio). For the Issuer elects to make such determination as avoidance of the date of such definitive agreement(s)doubt, then (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated EBITDA of the Issuer shall or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Transaction, such baskets or ratios will not be deemed to be in compliance with have been exceeded as a result of such ratios or baskets fluctuations solely for purposes of determining whether the Limited Condition Transaction and other the related transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock and the use of proceeds thereof) are permitted under this Indenture, Indenture and (y) such baskets or ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions; provided, further, 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 Incurrence of Indebtedness, Disqualified Capital Stock or Preferred Stock Indebtedness and the use of proceeds thereof) 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 Transaction, unless such definitive agreement(s) is terminated or such Limited Condition Transaction or incurrence or issuance of Indebtedness, Disqualified Capital Stock or Preferred Stock or such other transaction to which pro forma effect is being given does not occur.