Common use of Limited Condition Transactions Clause in Contracts

Limited Condition Transactions. (a) When calculating the availability under any basket, ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of the proceeds thereof, the incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. If, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions 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 basket, ratio or test (and any related requirements and conditions), such basket, ratio or test (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 baskets, ratios or tests (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 Limited Condition Related Transactions and (b) Consolidated Cash Flow for purposes of the Fixed Charge Coverage Ratio and Senior Secured Net 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.

Limited Condition Transactions. (a) When calculating the availability under any basket, Basket or ratio or test under this Indenture Agreement or compliance with any provision of this Indenture Agreement (including, without limitation, Section 2.13 and Section 4.02 of this Agreement, the determination of the absence of any Default or Event of Default or compliance with any representations and warranties set forth herein or in any Loan Document), in each case, in connection with any a Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of the proceeds thereof, the incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, Basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or Event of DefaultDefault and compliance with any representations and warranties)) under this Indenture shall hereunder shall, at the option of the Borrower (the Borrower’s election to exercise such option, an “LCT Election”), be deemed to be the date (the “LCT Test Date”) the definitive agreements for such Limited Condition Transaction are entered into (orwhich in the case of any prepayment, if applicable, redemption or offer to purchase Indebtedness or Equity Interests may be the date of delivery the irrevocable notice of an prepayment or redemption or transmittal of irrevocable noticeoffer to purchase) (and, declaration if any relevant calculations are made on the LCT Test Date, recalculated, at the option of the Borrower, at the time for funding or consummation) and if, on a dividend or similar event), and not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. If, Pro Forma Basis after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) and any related pro forma adjustments, the Company Borrower 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 basketratio, ratio test or test Basket (and any related requirements and conditions), such basketratio, ratio test or test Basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes; provided provided, that (a) compliance with such basketsratios, ratios tests or tests Baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date. For the avoidance of doubt, (x) if any of such Baskets, tests or ratios 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 such Basket, test or ratio (including due to fluctuations in Consolidated EBITDA or Consolidated Assets of the Borrower or the Person subject to such Limited Condition Transaction) subsequent to such date of determination and at or prior to the consummation of the relevant 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, (y) if any related requirements and conditions (including as to the absence of any 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 any 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, solely for purposes of determining whether the applicable Limited Condition Transaction and any actions or transactions related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) are permitted hereunder) and (z) in calculating the availability under any ratio, test or Basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the date on which such Limited Condition Transaction is consummated, any such ratio, test or Basket shall be determined or tested both with and without giving effect to such Limited Condition Transaction and any actions or transactions related thereto on a Pro Forma Basis (including any incurrence of Indebtedness and the use of proceeds thereof) and any related pro forma adjustments unless the definitive agreement (or notice) for such Limited Condition Related Transactions Transaction is terminated or expires (or is rescinded) without consummation of such Limited Condition Transaction, and the Borrower or applicable Restricted Subsidiary must be able to satisfy the relevant tests on both bases; provided that in the case of clause (bz) Consolidated above, for the purposes of determination of the Available Amount Basket and Excess Cash Flow for purposes only, Consolidated Net Income shall not include any Consolidated Net Income of or attributed to the Fixed Charge Coverage Ratio target company or assets associated with any such Limited Condition Transaction unless and Senior Secured Net Leverage Ratio will be calculated using an assumed interest rate based on until the indicative interest margin contained in any financing commitment documentation with respect to closing of such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Company in good faithLimited Condition Transaction shall have actually occurred.

Limited Condition Transactions. (a) When calculating the availability under any basket, test or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence incurrence, issuance or issuance assumption of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock and the use of the proceeds thereof, the incurrence or assumption of Liens, prepayments, other repayments, purchasesRestricted Payments, redemptions, defeasances and other acquisitions or retirements the designation of any IndebtednessRestricted Subsidiaries or Unrestricted Subsidiaries, and Restricted Payments) (such actions Asset Sales or transactions related theretoany disposition, issuance or other transaction excluded from the definition of “Limited Condition Related TransactionsAsset Sale”), in each case, at the option of the Company Issuer (the CompanyIssuer’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, test or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are 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)) under this Indenture shall be deemed to be the date (the “LCT Test Date”) either (a) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable a notice, declaration or making of a dividend Restricted Payment or similar event), or (b) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and not Mergers or similar law or practices in other jurisdictions apply, the date on which such a “Rule 2.7 announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to similar laws in respect of a target of a Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifand, in each case, if, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence or assumption of Liens, repayments, Restricted Payments, the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries, and Asset Sales or any disposition, issuance or other transaction excluded from the definition of “Asset Sale”) and any related pro forma adjustmentsadjustments (disregarding for the purposes of such pro forma calculation any borrowing under a revolving credit or letter of credit facility), as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCT Test Date for which internal consolidated financial statements of the Issuer are available, the Company Issuer 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposespurposes (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 provided, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Issuer may elect, in its sole discretion, to re-determine all such 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 basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence or assumption of Liens, repayments, Restricted Payments, the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries, and Asset Sales or any disposition, issuance or other transaction excluded from the definition of “Asset Sale”) and (bc) Consolidated Cash Flow Interest Expense for purposes of the Fixed Charge Coverage Ratio and Senior Secured Net 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 Issuer in good faith. For the avoidance of doubt, if the Issuer has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in EBITDA 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 been exceeded or failed to have been complied with as a result of such fluctuations; provided that if such ratios, tests or baskets improve as a result of such fluctuations, such improved ratios, tests and/or baskets may be utilized; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or an 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 (3) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement, the date of notice or offer or date for redemption, purchase or repayment specified in a notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction and any actions or transactions related thereto. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified 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, Event of Default or specified Event of Default, as applicable, exists on the date of the definitive agreement, the date of notice or offer or date for redemption, purchase or repayment for such Limited Condition Transaction, as applicable. For the avoidance of doubt, if the Issuer has exercised an LCT Election, and any Default, Event of Default or specified Event of Default occurs following the date the definitive agreements (or, if applicable, the date of delivery of a notice, declaration or making of a Restricted Payment or similar event) for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted under this Indenture.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence Incurrence or issuance of Indebtedness Debt and the use of the proceeds thereof, the incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Sales), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are 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)) 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 Restricted Payment or similar event)) and, and not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposespurposes (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 provided, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Company may elect, in its sole discretion, to 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 basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (bc) Consolidated Cash Flow for purposes of the Fixed Charge Coverage Ratio and Senior Secured Net Leverage Ratio Interest Expense 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 Debt 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: (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with (or satisfied) as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Operating EBITDA or Total Assets of the Company or the Person subject to such Limited Condition Transaction, such baskets, tests or ratios will be deemed not to have been exceeded or failed to have been complied (or satisfied)with as a result of such fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or Event of Default), such requirements and conditions will be deemed not 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 (3) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of the proceeds thereof, the incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Sales), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test 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 basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (b) Consolidated Cash Flow EBITDA, for purposes of the Fixed Charge Coverage Ratio, the Consolidated Secured Net Debt Ratio and Senior Secured the Consolidated Total Net Leverage Ratio Debt 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, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in EBITDA of the Company, 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 shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. (a) 1.6.1. When calculating the availability under any basket, covenant or ratio or test under this Indenture Agreement or compliance with any provision of this Indenture Agreement or the accuracy of any representations and warranties set forth herein or in any Loan Documents in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of the proceeds thereof, the incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”), in each case, at the option of the Company Parent (the CompanyParent’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, covenant or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Potential Default or Event of DefaultDefault and the accuracy of any representations and warranties)) under this Indenture hereunder 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)into, and not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) and any related pro forma adjustments, the Company Parent 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 basketratio, ratio test or test covenant basket (and any related requirements and conditions), such basketratio, ratio test or test covenant basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposespurposes (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 provided, that, except as set forth in clause (ay) of the immediately succeeding proviso, compliance with such basketsratios, ratios tests or tests covenant baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for Date; and provided, further, that, to the extent the proceeds of Loans shall be used to finance or fund any such Limited Condition Transaction: (x) any such Limited Condition Transaction and any Limited Condition Related Transactions shall be consummated prior to the date which is 180 days following such LCT Test Date and (by) Consolidated Cash Flow for purposes no Event of the Fixed Charge Coverage Ratio and Senior Secured Net Leverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation Default under Section 9.1.1 [Payments Under Loan Documents], Section 9.1.13 [Relief Proceedings] or Section 9.1.4 [Breach of Specified Covenants] with respect to a breach of the Financial Covenants shall be continuing on the date of consummation of the Limited Condition Transaction or would occur as a result of consummation of such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Company in good faithLimited Condition Transaction.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence Incurrence or issuance of Indebtedness Debt and the use of the proceeds thereof, the incurrence Incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Dispositions), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test 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 basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (b) Consolidated Cash Flow for purposes of the Fixed Charge Consolidated Coverage Ratio and Senior Secured Net 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 Debt 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, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow of the Company, 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 shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence Incurrence or issuance of Indebtedness Debt and the use of the proceeds thereof, the incurrence Incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Dispositions), in each case, at the option of the Company Issuer (the CompanyIssuer’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and any related pro forma adjustments, the Company Issuer 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test 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 basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and (b) Consolidated Cash Flow EBITDA for purposes of the Fixed Charge Coverage Ratio, First Lien Secured Net Leverage Ratio, Secured Net Leverage Ratio and Senior Secured the Total Net 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 Debt or, if no such indicative interest margin exists, as reasonably determined by the Company Issuer in good faith. For the avoidance of doubt, if the Issuer has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA of the Issuer, 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 shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction. The Trustee shall not be responsible, or have any liability, for the calculation of any basket or ratio under this Indenture or compliance with any provision under this Indenture in connection with Section 1.4.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture Agreement or compliance with any provision of this Indenture Agreement in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitionsAcquisitions, Investments, the incurrence or issuance of Indebtedness and the use of the proceeds thereof, the incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”dispositions), in each case, at the option of the Company Borrowers (the Company’s Borrowers’ election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or Event of Default)) under this Indenture Agreement 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including Acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of proceeds 61 NAI-1536628076v4 thereof, the incurrence of Liens, repayments, Restricted Payments and dispositions) and any related pro forma adjustments, the Company Credit Parties or any of its their Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes; provided that (ax) compliance with such basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and dispositions) and (by) Consolidated Cash Flow Interest Expense for purposes of the Fixed Charge Coverage Ratio and Senior Secured Net 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 Borrowers in good faith.. For the avoidance of doubt, if the Borrowers have 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 EBITDA, 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 solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder, and (ii) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction. Notwithstanding the forgoing, in connection with any transaction permitted hereunder that requires satisfaction of the Specified Conditions, the Parent and its Restricted Subsidiaries will be required to comply as of the date of such transaction with the Excess Availability requirements set forth in the definition of “Specified Conditions,” regardless of whether the Borrowers shall have made an LCT Election in connection with such transaction, but any requirements in the Specified Conditions relating to the Fixed Charge Coverage Ratio may be satisfied on the LCT Test Date to the extent the Borrowers shall have made an LCT Election in connection with such transaction. THE LOANS AND THE LETTERS OF CREDIT

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence Incurrence or issuance of Indebtedness Debt and the use of the proceeds thereof, the incurrence Incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Dispositions), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test 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 basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (b) Consolidated Cash Flow EBITDA for purposes of the Guarantor Coverage Test, Fixed Charge Coverage Ratio, Total Leverage Ratio and Senior or the Secured Net 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 Debt 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, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in EBITDA of the Company, 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 shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction. 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 under a restrictive covenant that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio test, Secured Leverage Ratio test or Total Leverage Ratio test) (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 any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence Incurrence or issuance of Indebtedness Debt and the use of the proceeds thereof, the incurrence Incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Dispositions), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test 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 basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (b) Consolidated Cash Flow for purposes of the Fixed Charge Consolidated Coverage Ratio and Senior Secured Net 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 Debt 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, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow of the Company, 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 shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of the proceeds thereof, the incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Sales), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test 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 basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (b) Consolidated Cash Flow EBITDA, for purposes of the Fixed Charge Coverage Ratio, the Consolidated Secured Net Debt Ratio and Senior Secured the Consolidated Total Net Leverage Ratio Debt 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, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date 41 have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in EBITDA of the Company, 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 shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence Incurrence or issuance of Indebtedness and the use of the proceeds thereof, the incurrence Incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Sales), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Indebtedness and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Sales) 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test 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 basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Indebtedness and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (b) Consolidated Cash Flow EBITDA for purposes of the Consolidated Fixed Charge Coverage Ratio and Senior Secured Net 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, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA of the Company, 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 shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence Incurrence or issuance of Indebtedness Debt and the use of the proceeds thereof, the incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Sales), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are 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)) 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 Restricted Payment or similar event)) and, and not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposespurposes (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 provided, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Company may elect, in its sole discretion, to 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 (b) except as contemplated in the foregoing clause (a), compliance with such basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales). For the avoidance of doubt, if the Company has made an LCT Election: (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with (or satisfied) as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Tangible Net Worth or Total Assets of the Company or the Person subject to such Limited Condition Related Transactions Transaction, such baskets, tests or ratios will be deemed not to have been exceeded or failed to have been complied (or satisfied) with as a result of such fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or Event of Default), such requirements and conditions will be deemed not 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 (b3) Consolidated Cash Flow for purposes in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the Fixed Charge Coverage Ratio and Senior Secured Net Leverage Ratio will date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect determined or tested giving pro forma effect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Company in good faithLimited Condition Transaction.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and Transaction, any actions or transactions related thereto (including including, without limitation, acquisitions, Investments, the incurrence or issuance Incurrence of Indebtedness Debt and the use of the proceeds thereoftherefrom, the incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances and other acquisitions or retirements of any Indebtedness, Liens and Restricted Payments) (such actions or transactions related thereto), the “Limited Condition Related Transactions”)and determining compliance with Defaults and Events of Default, in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including including, without limitation, as to the absence of any continuing Default or 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 notice or similar event) (the “LCT Test Date”), and not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including, without limitation, acquisitions, Investments, the Incurrence of Debt and any related pro forma adjustmentsthe use of proceeds therefrom, the incurrence of Liens and Restricted Payments) on a Pro Forma Basis, 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposespurposes under this Indenture (in the case of Debt, for example, whether such Debt is committed, issued or otherwise Incurred at the LCT Test Date or at any time thereafter); provided provided, that (a) compliance with such basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction or any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the Incurrence of Debt and the use of proceeds therefrom, the incurrence of Liens and Restricted Payments). For the avoidance of doubt, if the Company has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Company or the Person subject to such Limited Condition Related Transactions 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; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the 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 (b3) Consolidated Cash Flow for purposes in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the Fixed Charge Coverage Ratio and Senior Secured Net Leverage Ratio will date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect determined or tested giving pro forma effect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Company in good faithLimited Condition Transaction.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence Incurrence or issuance of Indebtedness Debt and the use of the proceeds thereof, the incurrence Incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Dispositions), in each case, at the option of the Company Issuer (the CompanyIssuer’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and any related pro forma adjustments, the Company Issuer 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test 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 basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Disposition) and (b) Consolidated Cash Flow EBITDA for purposes of the Fixed Charge Consolidated Coverage Ratio and Senior Secured Net 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 Debt or, if no such indicative interest margin exists, as reasonably determined by the Company Issuers in good faith. For the avoidance of doubt, if the Issuer has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA of the Issuer, 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 shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence Incurrence or issuance of Indebtedness Debt and the use of the proceeds thereof, the incurrence Incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Dispositions), in each case, at the option of the Company Issuer (the CompanyIssuer’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and any related pro forma adjustments, the Company Issuer 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test 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 basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and (b) Consolidated Cash Flow EBITDA for purposes of the Fixed Charge Consolidated Coverage Ratio, the Secured Net Leverage Ratio and Senior Secured the Total Net 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 Debt or, if no such indicative interest margin exists, as reasonably determined by the Company Issuer in good faith. For the avoidance of doubt, if the Issuer has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA of the Issuer, 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 shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction. 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 under a restrictive covenant that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated Coverage Ratio test, any Secured Net Leverage Ratio test and any Total Net Leverage Ratio test) (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 any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence.

Limited Condition Transactions. (a) 1.6.1. When calculating the availability under any basket, covenant or ratio or test under this Indenture Agreement or compliance with any provision of this Indenture Agreement or the accuracy of any representations and warranties set forth herein or in any Loan Documents in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of the proceeds thereof, the incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”), in each case, at the option of the Company Parent (the CompanyParent’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, covenant or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Potential Default or Event of DefaultDefault and the accuracy of any representations and warranties)) under this Indenture hereunder 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)into, and not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including any incurrence of Indebtedness and the use of proceeds thereof) and any related pro forma adjustments, the Company Parent 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 basketratio, ratio test or test covenant basket (and any related requirements and conditions), such basketratio, ratio test or test covenant basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposespurposes (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 provided, that, except as set forth in clause (ay) of the immediately succeeding proviso, compliance with such basketsratios, ratios tests or tests covenant baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for Date; and provided, further, that, to the extent the proceeds of Loans shall be used to finance or fund any such Limited Condition Transaction: (x) any such Limited Condition Transaction and any Limited Condition Related Transactions and (b) Consolidated Cash Flow for purposes of shall be consummated prior to the Fixed Charge Coverage Ratio and Senior Secured Net 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 date which is 120 days following such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Company in good faith.LCT

Limited Condition Transactions. (a) When Notwithstanding anything in this Indenture to the contrary, when (i) calculating the any applicable Financial Incurrence Test or availability under any basketBasket, ratio or test under this Indenture or compliance with any provision of this Indenture in connection with the incurrence of any Limited Condition Transaction, any Indebtedness or any other transaction in connection with a Limited Condition Transaction and any actions or transactions related thereto (including acquisitionsfor all purposes under this section, Investmentsthe making of acquisitions and investments, Asset Sales or other dispositions, the incurrence or issuance of Indebtedness Indebtedness, Disqualified Stock or Preferred Stock and the use of the proceeds thereof, the incurrence of Liens, prepaymentsrepayments of Indebtedness, other repaymentsthe making of Restricted Payments and/or the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary), purchases(ii) determining (A) compliance with any provision of this Indenture which requires that no Default or Event of Default (or any type of Default or Event of Default) has occurred, redemptionsis continuing or would result therefrom, defeasances and other acquisitions or retirements (B) the satisfaction of any Indebtednessother conditions, in each case under this clause (b), in connection with the incurrence of any Limited Condition Transaction, any Indebtedness or any other transaction in connection with a Limited Condition Transaction and Restricted Payments) (such any actions or transactions related thereto, in each case under the “Limited Condition Related Transactions”foregoing clauses (i) and (ii), in each casethe date of determination of such Financial Incurrence Test, availability under any Basket or other provisions, determination of whether any Default or Event of Default (or any type of Default or Event of Default) has occurred, is continuing or would result therefrom, determination of the satisfaction of any other conditions shall, at the option of the Company a Co-Issuer (in its sole discretion) (the CompanyCo-Issuer’s election to exercise such option, an “LCT Election”,” which LCT Election may be in respect of one or more of clauses (i), the date of determination for availability under any such basket, ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or Event of Default)ii)(A) 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. If, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions 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 basket, ratio or test (and any related requirements and conditions), such basket, ratio or test (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 baskets, ratios or tests (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 Limited Condition Related Transactions and (b) Consolidated Cash Flow for purposes of the Fixed Charge Coverage Ratio and Senior Secured Net 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.and

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence Incurrence or issuance of Indebtedness Debt and the use of the proceeds thereof, the incurrence Incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Dispositions), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test 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 basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and (b) Consolidated Cash Flow for purposes of the Fixed Charge Consolidated Coverage Ratio and Senior Secured Net 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 Debt 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, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow of the Company, 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 shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture hereunder or compliance with any provision of this Indenture Agreement in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence Incurrence or issuance of Indebtedness Debt and the use of the proceeds thereof, the incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Sales), in each case, at the option of the Company Borrower (the CompanyBorrower’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are 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)) under this Indenture Agreement 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 Restricted Payment or similar event)) and, and not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and any related pro forma adjustments, the Company Borrower 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposespurposes (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 provided, that (ai) compliance with such basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (bii) Consolidated Cash Flow for purposes of the Fixed Charge Coverage Ratio and Senior Secured Net Leverage Ratio Interest Expense will be calculated by the Borrower using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness Debt or, if no such indicative interest margin exists, as reasonably determined by the Company Borrower in good faith.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture hereunder or compliance with any provision of this Indenture Agreement in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence Incurrence or issuance of Indebtedness Debt and the use of the proceeds thereof, the incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Sales), in each case, at the option of the Company Borrower (the CompanyBorrower’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are 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)) under this Indenture Agreement 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 Restricted Payment or similar event)) and, and not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and any related pro forma adjustments, the Company Borrower 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposespurposes (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 provided, that (ai) compliance with such basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and -58- the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (bii) Consolidated Cash Flow for purposes of the Fixed Charge Coverage Ratio and Senior Secured Net Leverage Ratio Interest Expense will be calculated by the Borrower using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness Debt or, if no such indicative interest margin exists, as reasonably determined by the Company Borrower in good faith.. (b) For the avoidance of doubt, if the Borrower 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 (or satisfied) 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 Total Assets of the Borrower or the Person subject to such Limited Condition Transaction, such baskets, tests or ratios will be deemed not to have been exceeded or failed to have been complied (or satisfied) 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 a Default or Event of Default), such requirements and conditions will be deemed not 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 (iii) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction. 1.09

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence Incurrence or issuance of Indebtedness Debt and the use of the proceeds thereof, the incurrence Incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Dispositions), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test 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 basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and (b) Consolidated Cash Flow for purposes of the Fixed Charge Consolidated Coverage Ratio and Senior Secured Net 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 Debt 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, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow of the Company, 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 shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence Incurrence or issuance of Indebtedness Debt and the use of the proceeds thereof, the incurrence Incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Dispositions), in each case, at the option of the Company Issuer (the CompanyIssuer’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and any related pro forma adjustments, the Company Issuer 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test 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 basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) and (b) Consolidated Cash Flow EBITDA for purposes of the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio and Senior or the Secured Net 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 Debt or, if no such indicative interest margin exists, as reasonably determined by the Company Issuer in good faith. For the avoidance of doubt, if the Issuer has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA of the Issuer, 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 shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction. 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 under a restrictive covenant that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio test, Secured Net Leverage Ratio test and Fixed Charge Coverage Ratio test) (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 any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent Incurrence.

Limited Condition Transactions. In connection with any action being taken solely in connection with a Limited Condition Transaction (including any contemplated incurrence or assumption of Debt in connection therewith), for purposes of (a) When calculating the availability under any basket, ratio or test under this Indenture or determining compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, that requires the incurrence or issuance of Indebtedness and the use calculation of the proceeds thereofFixed Charge Coverage Ratio, (b) testing availability under baskets set forth in this Indenture (other than any Specified Availability threshold applicable to such basket) or (c) determining the incurrence accuracy of Liens, prepayments, other repayments, purchases, redemptions, defeasances representations and other acquisitions warranties and/or whether a Default or retirements Event of any Indebtedness, Default shall have occurred and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”)be continuing, in each case, at the option of the Company (the Company’s election to exercise such optionoption in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination for availability under any such basket, ratio or test and of whether any such Limited Condition Transaction and Limited Condition Related Transactions are action is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or Event of Default)) under this Indenture hereunder shall be deemed to be the date the definitive agreements with respect to such Limited Condition Transaction are entered into, in the case of a Limited Condition Eligible Transaction described in clause (a) of the definition thereof, or the date on which irrevocable notice of the applicable repayment or redemption of Debt is delivered, in the case of a Limited Condition Eligible Transaction described in clause (b) of the definition thereof (in each case, 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Limited Condition Related Transactions incurrence of Debt or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent period of four consecutive fiscal quarters ending on or prior to the LCT Test Date (or, if such date is not the last day of any related pro forma adjustmentsfiscal quarter, the most recently completed fiscal quarter for which financial statements are required to have been delivered pursuant to Section 4.01(a), (b) or (c)), the Company or any of its Restricted Subsidiaries would could have been permitted to take taken such actions or consummate such transactions action on the relevant LCT Test Date in compliance with such basketratio, ratio basket or test (requirement with respect to the accuracy of representations and any related requirements and conditions)warranties or absence of Defaults or Events of Default, such basketratio, ratio basket or test (and any related requirements and conditions) requirement shall be deemed to have been complied with; provided, with (or satisfied) for all purposes; provided respect to any provision that (a) requires minimum Specified Availability, compliance with such basketsSpecified Availability test shall be made at the time any Limited Condition Transaction is consummated instead of on the LCT Test Date. If the Company has made an LCT Election for any Limited Condition Transaction, then, in connection with any subsequent calculation of the ratios or tests (and any related requirements and conditions) shall not be determined baskets on or tested at any time after following the applicable relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction and any is terminated or expires without consummation of such Limited Condition Related Transactions and (b) Consolidated Cash Flow for purposes of the Fixed Charge Coverage Ratio and Senior Secured Net Leverage Ratio will Transaction, any such ratio or basket shall be calculated using an assumed interest rate based on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Debt or Liens and 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 faithuse of proceeds thereof) have been consummated.

Limited Condition Transactions. (a) When calculating the availability under any basket, basket or ratio or test under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence Incurrence or issuance of Indebtedness Debt and the use of the proceeds thereof, the incurrence Incurrence of Liens, prepayments, other repayments, purchases, redemptions, defeasances Restricted Payments and other acquisitions or retirements of any Indebtedness, and Restricted Payments) (such actions or transactions related thereto, the “Limited Condition Related Transactions”Asset Dispositions), in each case, at the option of the Company (the Company’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, basket or ratio or test and whether any such Limited Condition Transaction and Limited Condition Related Transactions are action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or 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 not the date on which such Limited Condition Transaction or Limited Condition Related Transaction is consummated. Ifif, after giving pro forma effect to the Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Dispositions) 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 basketratio, ratio test or test basket (and any related requirements and conditions), such basketratio, ratio test or test 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 basketsratios, ratios tests or tests baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any Limited Condition Related Transactions actions or transactions related thereto (including acquisitions, Investments, the Incurrence or issuance of Debt and the use of proceeds thereof, the Incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (b) Consolidated Cash Flow for purposes of the Fixed Charge Coverage Total Net Leverage Ratio and Senior or the Secured Net Leverage Ratio will be calculated using USING AN ASSUMED INTEREST RATE BASED ON THE INDICATIVE INTEREST MARGIN CONTAINED IN ANY FINANCING COMMITMENT DOCUMENTATION WITH RESPECT TO SUCH DEBT 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 assumed interest rate based on LCT Election, (1) if any of the indicative interest margin contained 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 financing commitment documentation such ratio, test or basket, including due to fluctuations in Consolidated Cash Flow of the Company, 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 shall be deemed to have occurred due to such failure to comply), and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Conditional Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction. 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 under a restrictive covenant that does not require compliance with a financial ratio or test (including, without limitation, any Secured Net Leverage Ratio test and any Total Net Leverage Ratio test) (any such Indebtedness oramounts, if no 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 any such indicative interest margin existsfinancial ratio or test (any such amounts, as reasonably determined by the Company “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in good faiththe calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence.