Common use of Financial Calculations Clause in Contracts

Financial Calculations. (a) When determining whether any transaction is permitted under this Indenture, the Parent shall be permitted to test it, at its option, (i) on the date binding documentation for such transaction is entered into, (ii) on the date that any notice of any repayment, redemption, repurchase or refinancing of any Indebtedness is given to the holders thereof (if applicable), (iii) to the extent the nature or circumstances of a transaction make (i) or (ii) inapplicable, on the date that notice of such transaction is provided to the Trustee or the Holders in accordance with Section 12.01 or (iv) the date such transaction is consummated. If the Parent elects to test the transaction as described in the preceding clauses (i), (ii) or (iii), the determination as to whether the transaction is permitted under this Indenture shall be made assuming that the transaction and other transactions to be entered into in connection therewith were consummated on the date binding documentation was entered into or such notice was given to the Trustee or the Holders (each, an “Alternative Testing Date”), as applicable. If the transaction was permitted on the Alternative Testing Date chosen by the Parent, it shall continue to be deemed so permitted under this Indenture even if it would have otherwise resulted in a Default or an Event of Default on the date it is consummated. When determining whether any transaction is permitted under this Indenture as of the Alternative Testing Date, the Parent will make all necessary calculations as set forth under the definition of “Consolidated Net Leverage Ratio.” (b) If the Parent has elected to test a transaction on an Alternative Testing Date (an “Alternative Testing Date Election”), the transaction shall be deemed to have occurred on such date for the purposes of making any other determination under this Indenture, until such time (the “Election Termination Time”) as (i) the transaction is definitively terminated, cancelled or abandoned, (ii) the Parent has revoked its Alternative Testing Date Election and has instead opted to test the transaction on the date it is consummated, which the Parent will be entitled to do, irrevocably and only once, at any time until the transaction is consummated, or (iii) the transaction is consummated. From the time the Parent makes an Alternative Testing Date Election to the related Election Termination Time, the provisions of this Indenture will apply assuming that the relevant transaction was consummated on the Alternative Testing Date. No action properly taken by the Parent, the Issuer or any other Restricted Subsidiary between an Alternative Testing Date Election and the related Election Termination Time will constitute a Default or an Event of Default under this Indenture. In addition, this Indenture will permit, without causing a Default or Event of Default, the Parent, the Issuer or any other Restricted Subsidiary to honor any contractual commitments undertaken during such period of time, so long as they were not undertaken in anticipation of the Election Termination Time. (c) If any Applicable Metric is determined by reference to the greater of a fixed amount (the “Numerical Permission”) and a percentage of Consolidated EBITDA (the “Grower Permission”) and the Grower Permission of the Applicable Metric exceeds the applicable Numerical Permission at any time, the Numerical Permission shall be deemed to be increased to the highest amount of the Grower Permission reached from time to time and shall not subsequently be reduced as a result of any decrease in the Grower Permission.

Financial Calculations. In the event that the Parent Guarantor or any of its Restricted Subsidiaries (w) incurs Debt to finance an acquisition (including an acquisition of assets) or other transaction or (x) assumes Debt of Persons that are, or secured by assets that are, acquired by the Parent Guarantor or any of its Restricted Subsidiaries or merged into, amalgamated or consolidated with, the Parent Guarantor or any of its Restricted Subsidiaries in accordance with the terms of this Indenture or (y) commits to an acquisition or transaction pursuant to which it may incur Acquired Debt or (z) is subject to a Change of Control, the date of determination of Consolidated Adjusted Net Income, the Consolidated Fixed Charge Coverage Ratio, the Consolidated Secured Debt Leverage Ratio or the Consolidated Leverage Ratio, as applicable, shall, at the option of the Parent Guarantor, be (a) When determining whether any transaction is permitted under this Indenture, the Parent shall be permitted to test it, at its option, (i) on the date binding documentation for such transaction is entered into, (ii) on the date that any notice a definitive agreement, put option or similar arrangement for such acquisition, transaction, merger, amalgamation, consolidation or Change of any repaymentControl is entered into and the Consolidated Adjusted Net Income, redemptionthe Consolidated Fixed Charge Coverage Ratio, repurchase or refinancing of any Indebtedness is given to the holders thereof (if applicable), (iii) to the extent the nature or circumstances of a transaction make (i) or (ii) inapplicable, on the date that notice of such transaction is provided to the Trustee Consolidated Secured Debt Leverage Ratio or the Holders in accordance with Section 12.01 or (iv) the date such transaction is consummated. If the Parent elects to test the transaction Consolidated Leverage Ratio, as described in the preceding clauses (i)applicable, (ii) or (iii), the determination as to whether the transaction is permitted under this Indenture shall be made assuming that calculated giving pro forma effect to such acquisition, Change of Control and the transaction and other transactions to be entered into in connection therewith were consummated on (including any incurrence of Debt and the date binding documentation was entered into or such notice was given to use of proceeds thereof) consistent with the Trustee or the Holders (eachdefinitions of “Consolidated Adjusted Net Income”, an “Alternative Testing DateConsolidated Fixed Charge Coverage Ratio” and “pro forma”), as applicable. If , and, for the transaction was permitted on avoidance of doubt, (A) if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in the Alternative Testing Date chosen by Consolidated Adjusted Net Income of the ParentParent Guarantor or the target company) at or prior to the consummation of the relevant acquisition or Change of Control, it shall continue to such ratios will not be deemed so permitted under this Indenture even if it would to have otherwise resulted in been exceeded as a Default or an Event result of Default on the date it is consummated. When such fluctuations solely for purposes of determining whether such acquisition and any transaction is related transactions are permitted under this Indenture as hereunder and (B) such ratios shall not be tested at the time of the Alternative Testing Dateconsummation of such acquisition, transaction, merger, amalgamation or consolidation; provided that if the Parent will make all necessary calculations as set forth under Guarantor elects to have such determinations occur at the definition time of “Consolidated Net Leverage Ratio.” entry into such definitive agreement, put option or similar arrangement, (bi) If the Parent has elected to test a transaction on an Alternative Testing Date (an “Alternative Testing Date Election”), the any such transaction shall be deemed to have occurred on such the date the definitive agreement, put option or similar arrangement is entered into and to be outstanding thereafter for the purposes of making calculating any other determination ratios under this Indenture, until Indenture after the date of such time (agreement and before the “Election Termination Time”) as (i) earlier of the transaction date of consummation of such acquisition or the date such agreement is definitively terminated, cancelled terminated or abandoned, expires without consummation of such acquisition and (ii) the Parent has revoked its Alternative Testing Date Election and has instead opted to test the transaction on the date it is consummated, which the Parent will be entitled to do, irrevocably and only once, at any time until the transaction is consummated, or (iii) the transaction is consummated. From the time the Parent makes an Alternative Testing Date Election to the related Election Termination Timeextent any covenant baskets were utilized in satisfying any covenants, the provisions of this Indenture will apply assuming that the relevant transaction was consummated on the Alternative Testing Date. No action properly taken by the Parent, the Issuer or any other Restricted Subsidiary between an Alternative Testing Date Election and the related Election Termination Time will constitute a Default or an Event of Default under this Indenture. In addition, this Indenture will permit, without causing a Default or Event of Default, the Parent, the Issuer or any other Restricted Subsidiary to honor any contractual commitments undertaken during such period of time, so long as they were not undertaken in anticipation of the Election Termination Time. (c) If any Applicable Metric is determined by reference to the greater of a fixed amount (the “Numerical Permission”) and a percentage of Consolidated EBITDA (the “Grower Permission”) and the Grower Permission of the Applicable Metric exceeds the applicable Numerical Permission at any time, the Numerical Permission baskets shall be deemed to be increased to utilized until the highest amount earlier of the Grower Permission reached from time date of consummation of such acquisition or the date such agreement is terminated or expires without consummation of such acquisition, but any calculation of Consolidated Adjusted Net Income for purposes of other incurrences of Debt or Liens or making of Restricted Payments (not related to time and such acquisition) shall not subsequently be reduced as a result reflect such acquisition until it has been consummated unless such other incurrence of any decrease in Debt or Liens is conditional or contingent on the Grower Permissionoccurrence of such acquisition or Change of Control or (b) the date such Debt is borrowed or assumed or such Change of Control occurs.

Financial Calculations. In the event that the Parent Guarantor or any of its Restricted Subsidiaries (w) incurs Debt to finance an acquisition (including an acquisition of assets) or other transaction or (x) assumes Debt of Persons that are, or secured by assets that are, acquired by the Parent Guarantor or any of its Restricted Subsidiaries or merged into, amalgamated or consolidated with, the Parent Guarantor or any of its Restricted Subsidiaries in accordance with the terms of this Indenture or (y) commits to an acquisition or transaction pursuant to which it may incur Acquired Debt or (z) is subject to a Change of Control, the date of determination of Consolidated Adjusted Net Income, the Consolidated Fixed Charge Coverage Ratio or the Consolidated Leverage Ratio, as applicable, shall, at the option of the Parent Guarantor, be (a) When determining whether any transaction is permitted under this Indenture, the Parent shall be permitted to test it, at its option, (i) on the date binding documentation for such transaction is entered into, (ii) on the date that any notice a definitive agreement, put option or similar arrangement for such acquisition, transaction, merger, amalgamation, consolidation or Change of any repaymentControl is entered into and the Consolidated Adjusted Net Income, redemption, repurchase or refinancing of any Indebtedness is given to the holders thereof (if applicable), (iii) to the extent the nature or circumstances of a transaction make (i) or (ii) inapplicable, on the date that notice of such transaction is provided to the Trustee Consolidated Fixed Charge Coverage Ratio or the Holders in accordance with Section 12.01 or (iv) the date such transaction is consummated. If the Parent elects to test the transaction Consolidated Leverage Ratio, as described in the preceding clauses (i)applicable, (ii) or (iii), the determination as to whether the transaction is permitted under this Indenture shall be made assuming that calculated giving pro forma effect to such acquisition, Change of Control and the transaction and other transactions to be entered into in connection therewith were consummated on (including any incurrence of Debt and the date binding documentation was entered into or such notice was given to use of proceeds thereof) consistent with the Trustee or the Holders (eachdefinitions of “Consolidated Adjusted Net Income”, an “Alternative Testing DateConsolidated Fixed Charge Coverage Ratio” and “pro forma”), as applicable. If , and, for the transaction was permitted on avoidance of doubt, (A) if any such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in the Alternative Testing Date chosen by Consolidated Adjusted Net Income of the ParentParent Guarantor or the target company) at or prior to the consummation of the relevant acquisition or Change of Control, it shall continue to such ratios will not be deemed so permitted under this Indenture even if it would to have otherwise resulted in been exceeded as a Default or an Event result of Default on the date it is consummated. When such fluctuations solely for purposes of determining whether such acquisition and any transaction is related transactions are permitted under this Indenture as hereunder and (B) such ratios shall not be tested at the time of the Alternative Testing Dateconsummation of such acquisition, transaction, merger, amalgamation or consolidation; provided that if the Parent will make all necessary calculations as set forth under Guarantor elects to have such determinations occur at the definition time of “Consolidated Net Leverage Ratio.” entry into such definitive agreement, put option or similar arrangement, (bi) If the Parent has elected to test a transaction on an Alternative Testing Date (an “Alternative Testing Date Election”), the any such transaction shall be deemed to have occurred on such the date the definitive agreement, put option or similar arrangement is entered into and to be outstanding thereafter for the purposes of making calculating any other determination ratios under this Indenture, until Indenture after the date of such time (agreement and before the “Election Termination Time”) as (i) earlier of the transaction date of consummation of such acquisition or the date such agreement is definitively terminated, cancelled terminated or abandoned, expires without consummation of such acquisition and (ii) the Parent has revoked its Alternative Testing Date Election and has instead opted to test the transaction on the date it is consummated, which the Parent will be entitled to do, irrevocably and only once, at any time until the transaction is consummated, or (iii) the transaction is consummated. From the time the Parent makes an Alternative Testing Date Election to the related Election Termination Timeextent any covenant baskets were utilized in satisfying any covenants, the provisions of this Indenture will apply assuming that the relevant transaction was consummated on the Alternative Testing Date. No action properly taken by the Parent, the Issuer or any other Restricted Subsidiary between an Alternative Testing Date Election and the related Election Termination Time will constitute a Default or an Event of Default under this Indenture. In addition, this Indenture will permit, without causing a Default or Event of Default, the Parent, the Issuer or any other Restricted Subsidiary to honor any contractual commitments undertaken during such period of time, so long as they were not undertaken in anticipation of the Election Termination Time. (c) If any Applicable Metric is determined by reference to the greater of a fixed amount (the “Numerical Permission”) and a percentage of Consolidated EBITDA (the “Grower Permission”) and the Grower Permission of the Applicable Metric exceeds the applicable Numerical Permission at any time, the Numerical Permission baskets shall be deemed to be increased to utilized until the highest amount earlier of the Grower Permission reached from time date of consummation of such acquisition or the date such agreement is terminated or expires without consummation of such acquisition, but any calculation of Consolidated Adjusted Net Income for purposes of other incurrences of Debt or Liens or making of Restricted Payments (not related to time and such acquisition) shall not subsequently be reduced as a result reflect such acquisition until it has been consummated unless such other incurrence of any decrease in Debt or Liens is conditional or contingent on the Grower Permissionoccurrence of such acquisition or Change of Control or (b) the date such Debt is borrowed or assumed or such Change of Control occurs.

Financial Calculations. (a) When In connection with any action being taken in connection with a Limited Condition Acquisition or Irrevocable Repayment, for purposes of determining compliance with any provision of this Indenture 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 option of the Company, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition or Irrevocable Repayment are entered into after giving pro forma effect to the applicable Limited Condition Acquisition or Irrevocable Repayment. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this Section 4.22(a), and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition or Irrevocable Repayment were entered into and prior to the consummation of such Limited Condition Acquisition or Irrevocable Repayment, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any transaction action being taken in connection with such Limited Condition Acquisition or Irrevocable Repayment is permitted under this Indenture, the Parent shall be permitted to test it, at its option, hereunder. (b) In connection with any action being taken in connection with a Limited Condition Acquisition or Irrevocable Repayment for purposes of: (i) on determining compliance with any provision of this Indenture which requires the date binding documentation for such transaction is entered intocalculation of the Pro Rata Fixed Charge Coverage Ratio, the Pro Rata Net Leverage Ratio, the Pro Rata Senior Secured Net Leverage Ratio or the Pro Rata Priority Net Leverage Ratio; or (ii) on testing baskets set forth in this Indenture; in each case, at the date that option of the Company (the Company’s election to exercise such option in connection with any notice of any repaymentLimited Condition Acquisition or Irrevocable Repayment, redemption, repurchase or refinancing of any Indebtedness is given to the holders thereof (if applicable), (iii) to the extent the nature or circumstances of a transaction make (i) or (ii) inapplicable, on the date that notice of such transaction is provided to the Trustee or the Holders in accordance with Section 12.01 or (iv) the date such transaction is consummated. If the Parent elects to test the transaction as described in the preceding clauses (i), (ii) or (iiian “LCA Election”), the date of determination as to of whether the transaction any such action is permitted under this Indenture shall hereunder may be made assuming that deemed to be the transaction date the definitive agreements for such Limited Condition Acquisition or notice for such Irrevocable Repayment are entered into or given (the “LCA Test Date”). If, after giving pro forma effect to the Limited Condition Acquisition or Irrevocable Repayment and the other transactions to be entered into in connection therewith were consummated (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the Company are available, the Company could have taken such action on the date binding documentation was entered into relevant LCA Test Date in compliance with such ratio or basket, such notice was given to the Trustee ratio or the Holders (each, an “Alternative Testing Date”), as applicable. If the transaction was permitted on the Alternative Testing Date chosen by the Parent, it shall continue to be deemed so permitted under this Indenture even if it would have otherwise resulted in a Default or an Event of Default on the date it is consummated. When determining whether any transaction is permitted under this Indenture as of the Alternative Testing Date, the Parent will make all necessary calculations as set forth under the definition of “Consolidated Net Leverage Ratio.” (b) If the Parent has elected to test a transaction on an Alternative Testing Date (an “Alternative Testing Date Election”), the transaction basket shall be deemed to have occurred on such date for the purposes of making any other determination under this Indenture, until such time (the “Election Termination Time”) as (i) the transaction is definitively terminated, cancelled or abandoned, (ii) the Parent has revoked its Alternative Testing Date Election and has instead opted to test the transaction on the date it is consummated, which the Parent will be entitled to do, irrevocably and only once, at any time until the transaction is consummated, or (iii) the transaction is consummated. From the time the Parent makes an Alternative Testing Date Election to the related Election Termination Time, the provisions of this Indenture will apply assuming that the relevant transaction was consummated on the Alternative Testing Date. No action properly taken by the Parent, the Issuer or any other Restricted Subsidiary between an Alternative Testing Date Election and the related Election Termination Time will constitute a Default or an Event of Default under this Indenture. In addition, this Indenture will permit, without causing a Default or Event of Default, the Parent, the Issuer or any other Restricted Subsidiary to honor any contractual commitments undertaken during such period of time, so long as they were not undertaken in anticipation of the Election Termination Timebeen complied with. (c) If the Company has made an LCA Election, then in connection with any Applicable Metric is determined by reference subsequent calculation of any ratio or basket availability with respect to, among others, the incurrence of Indebtedness or Liens, or the making of Asset Sales, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the greater earlier of the date on which such Limited Condition Acquisition or Irrevocable Repayment is consummated or the definitive agreement for such Limited Condition Acquisition or Irrevocable Repayment is terminated or expires without consummation of such Limited Condition Acquisition or Irrevocable Repayment, any such ratio or basket shall be calculated on a fixed amount pro forma basis assuming such Limited Condition Acquisition or Irrevocable Repayment and other transactions in connection therewith (the “Numerical Permission”) and a percentage including any incurrence of Consolidated EBITDA (the “Grower Permission”) Indebtedness and the Grower Permission use of proceeds thereof) have been consummated. If the Company has made an LCA Election and any of the Applicable Metric exceeds the applicable Numerical Permission at any time, the Numerical Permission shall be deemed to be increased to the highest amount ratios or baskets for which compliance was determined or tested as of the Grower Permission reached from time to time and shall not subsequently be reduced LCA Test Date are exceeded as a result of fluctuations in any decrease such ratio or basket, including due to fluctuations in Pro Rata EBITDA or EBITDA of the Person subject to such Limited Condition Acquisition or Irrevocable Repayment, 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. (d) In connection with the reporting of pro rata financial information and the calculation of any financial metric on a Pro Rata Basis under this Indenture, the Company may use the financial information for CASAG as of and for the period ended one fiscal quarter prior to the fiscal quarter presented by the other entities in the Grower PermissionPro Rata Perimeter Group if more recent financial information for CASAG is not available as of the latest practicable date for the preparation of reporting or the calculation date, as the case may be; provided that the Company shall use its best efforts to obtain CASAG’s most recent financial information, quarterly EBITDA and the last-twelve-months EBITDA, in each case, prior to the time periods set forth in Sections 4.03(a)(i) and 4.03(a)(ii).

Financial Calculations. (a) When In connection with any action being taken in connection with a Limited Condition Acquisition or Irrevocable Repayment, for purposes of determining compliance with any provision of this Indenture 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 option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition or Irrevocable Repayment are entered into after giving pro forma effect to the applicable Limited Condition Acquisition or Irrevocable Repayment. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.22(a), and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition or Irrevocable Repayment were entered into and prior to the consummation of such Limited Condition Acquisition or Irrevocable Repayment, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any transaction action being taken in connection with such Limited Condition Acquisition or Irrevocable Repayment is permitted under this Indenture, the Parent shall be permitted to test it, at its option, hereunder. (b) In connection with any action being taken in connection with a Limited Condition Acquisition or Irrevocable Repayment for purposes of: (i) on determining compliance with any provision of this Indenture which requires the date binding documentation for such transaction is entered intocalculation of the Pro Rata Fixed Charge Coverage Ratio, the Pro Rata Net Leverage Ratio or the Pro Rata Priority Net Leverage Ratio; or (ii) on testing baskets set forth in this Indenture; in each case, at the date that option of the Issuer (the Issuer’s election to exercise such option in connection with any notice of any repaymentLimited Condition Acquisition or Irrevocable Repayment, redemption, repurchase or refinancing of any Indebtedness is given to the holders thereof (if applicable), (iii) to the extent the nature or circumstances of a transaction make (i) or (ii) inapplicable, on the date that notice of such transaction is provided to the Trustee or the Holders in accordance with Section 12.01 or (iv) the date such transaction is consummated. If the Parent elects to test the transaction as described in the preceding clauses (i), (ii) or (iiian “LCA Election”), the date of determination as to of whether the transaction any such action is permitted under this Indenture shall hereunder may be made assuming that deemed to be the transaction date the definitive agreements for such Limited Condition Acquisition or notice for such Irrevocable Repayment are entered into or given (the “LCA Test Date”). If, after giving pro forma effect to the Limited Condition Acquisition or Irrevocable Repayment and the other transactions to be entered into in connection therewith were consummated (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements of the Issuer are available, the Issuer could have taken such action on the date binding documentation was entered into relevant LCA Test Date in compliance with such ratio or basket, such notice was given to the Trustee ratio or the Holders (each, an “Alternative Testing Date”), as applicable. If the transaction was permitted on the Alternative Testing Date chosen by the Parent, it shall continue to be deemed so permitted under this Indenture even if it would have otherwise resulted in a Default or an Event of Default on the date it is consummated. When determining whether any transaction is permitted under this Indenture as of the Alternative Testing Date, the Parent will make all necessary calculations as set forth under the definition of “Consolidated Net Leverage Ratio.” (b) If the Parent has elected to test a transaction on an Alternative Testing Date (an “Alternative Testing Date Election”), the transaction basket shall be deemed to have occurred on such date for the purposes of making any other determination under this Indenture, until such time (the “Election Termination Time”) as (i) the transaction is definitively terminated, cancelled or abandoned, (ii) the Parent has revoked its Alternative Testing Date Election and has instead opted to test the transaction on the date it is consummated, which the Parent will be entitled to do, irrevocably and only once, at any time until the transaction is consummated, or (iii) the transaction is consummated. From the time the Parent makes an Alternative Testing Date Election to the related Election Termination Time, the provisions of this Indenture will apply assuming that the relevant transaction was consummated on the Alternative Testing Date. No action properly taken by the Parent, the Issuer or any other Restricted Subsidiary between an Alternative Testing Date Election and the related Election Termination Time will constitute a Default or an Event of Default under this Indenture. In addition, this Indenture will permit, without causing a Default or Event of Default, the Parent, the Issuer or any other Restricted Subsidiary to honor any contractual commitments undertaken during such period of time, so long as they were not undertaken in anticipation of the Election Termination Timebeen complied with. (c) If the Issuer has made an LCA Election, then in connection with any Applicable Metric is determined by reference subsequent calculation of any ratio or basket availability with respect to, among others, the incurrence of Indebtedness or Liens, or the making of Asset Sales, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the greater earlier of the date on which such Limited Condition Acquisition or Irrevocable Repayment is consummated or the definitive agreement for such Limited Condition Acquisition or Irrevocable Repayment is terminated or expires without consummation of such Limited Condition Acquisition or Irrevocable Repayment, any such ratio or basket shall be calculated on a fixed amount pro forma basis assuming such Limited Condition Acquisition or Irrevocable Repayment and other transactions in connection therewith (the “Numerical Permission”) and a percentage including any incurrence of Consolidated EBITDA (the “Grower Permission”) Indebtedness and the Grower Permission use of proceeds thereof) have been consummated. If the Issuer has made an LCA Election and any of the Applicable Metric exceeds the applicable Numerical Permission at any time, the Numerical Permission shall be deemed to be increased to the highest amount ratios or baskets for which compliance was determined or tested as of the Grower Permission reached from time to time and shall not subsequently be reduced LCA Test Date are exceeded as a result of fluctuations in any decrease such ratio or basket, including due to fluctuations in Pro Rata EBITDA or EBITDA of the Person subject to such Limited Condition Acquisition or Irrevocable Repayment, 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. (d) In connection with the reporting of pro rata financial information and the calculation of any financial metric on a Pro Rata Basis under this Indenture, the Issuer may use the financial information for CASAG as of and for the period ended one fiscal quarter prior to the fiscal quarter presented by the other entities in the Grower PermissionPro Rata Perimeter Group if more recent financial information for CASAG is not available as of the latest practicable date for the preparation of reporting or the calculation date, as the case may be; provided that the Issuer shall use its best efforts to obtain CASAG’s most recent financial information, quarterly EBITDA and the last-twelve-months EBITDA, in each case, prior to the time periods set forth in Sections 4.03(a)(i) and 4.03(a)(ii).